AMENDED AND RESTATED SUBSCRIPTION AGREEMENT by and among ZAYA S. YOUNAN and YOUNAN PROPERTIES, INC. Dated as of , 2010Subscription Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among Younan Properties, Inc., a Maryland corporation (the “Company”), and Zaya S. Younan (the “Investor”).
YOUNAN PROPERTIES, INC., YOUNAN PROPERTIES, L.P. LTIP UNITS AGREEMENTLtip Units Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
THIS LTIP UNITS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2010 (the “Grant Date”), by and between Younan Properties, L.P., a Maryland limited partnership (the “Partnership”), and ______________________ (“Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan or the Partnership Agreement (each as defined below), as applicable.
TAX PROTECTION AGREEMENTTax Protection Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • 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”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guarantee Partner identified as a signatory on Schedule II, as amended from time to time.
AMENDMENT TO AGREEMENTS AND PLANS OF MERGERAgreements and Plans of Merger • October 8th, 2010 • Younan Properties Inc • Real estate • California
This AMENDMENT TO AGREEMENTS AND PLANS OF MERGER (this “Amendment”) is entered into as of October 8, 2010, by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), Younan Properties, Inc., a California corporation (“YPI”), Younan Investment Properties, L.P., a Delaware limited partnership (“YIP”), each of the entities set forth on Exhibit A hereto (the “YPI Asset Entities”) and each of the entities set forth on Exhibit B hereto (the “Merger Subs”). The REIT, the Operating Partnership, YPI, YIP and the YPI Asset Entities are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Agreements (as defined below).
YOUNAN PROPERTIES, INC. AND YOUNAN PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • California
Younan Properties, Inc., a Maryland corporation, (the “Company”), pursuant to its 2010 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the Restricted Sto
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2010 • Younan Properties Inc • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Younan Properties, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
