AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, L.P. a Maryland limited partnership 5959 TOPANGA FUND MERGER SUB, LLC a Delaware limited liability company AND 5959 TOPANGA FUND, LLC a Delaware limited liability...Merger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and a Subsidiary of Younan Properties, Inc., a Maryland corporation (the “REIT”), 5959 Topanga Fund, LLC, a Delaware limited liability company (the “SPE”), and 5959 Topanga Fund Merger Sub, LLC, a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be wholly-owned by the Operating Partnership and one or more of its Affiliates (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2010 • Younan Properties Inc • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2010, by and among Younan Properties, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
SUBSCRIPTION AGREEMENT by and among ZAYA S. YOUNAN and YOUNAN PROPERTIES, INC. Dated as ofSubscription Agreement • April 9th, 2010 • Younan Properties Inc • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2010 by and among Younan Properties, Inc., a Maryland corporation (the “Company”), and Zaya S. Younan (the “Investor”).
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, L.P., a Maryland limited partnership YOUNAN INVESTMENT PROPERTIES, L.P., a Delaware limited partnership AND THE SAE ENTITY MEMBERS as set forth on Schedule I heretoMerger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Investment Properties, L.P., a Delaware limited partnership (“YIP”), and the entities on Schedule I hereto (each a “SAE Entity Member” and, collectively the “SAE Entity Members”).
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 8, 2010 BY AND AMONG YOUNAN PROPERTIES, INC., a California corporation AND YOUNAN PROPERTIES, INC., a Maryland corporationMerger Agreement • April 9th, 2010 • Younan Properties Inc • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), and Younan Properties, Inc., a California corporation (“YPI”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 9th, 2010 • Younan Properties Inc • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2010, and is effective as of the Closing Date (as defined below), by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Zaya S. Younan, an individual (the “Principal” or the “Indemnifying Party”).
TAX PROTECTION AGREEMENTTax Protection Agreement • April 9th, 2010 • Younan Properties Inc • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of , 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule A, as amended from time to time.
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • April 9th, 2010 • Younan Properties Inc • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of April 8, 2010, is made by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), and the REIT, acting in the capacity of escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
