exv10w39






Exhibit 10.39




AMENDMENT TO

AGREEMENTS AND PLANS OF MERGER




          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).




RECITALS




          WHEREAS, the REIT intends to proceed with an initial public offering (the “IPO”) of
the REIT Shares;




          WHEREAS, in connection with the IPO, the Parties have entered into one or more of the
Agreements and Plans of Merger set forth on Exhibit C hereto (the “Agreements”),
pursuant to which the REIT will consolidate the ownership of a portfolio of office and certain
other properties currently owned, directly or indirectly, by the YPI Asset Entities and managed by
YPI, YIP or another affiliate of YPI;




          WHEREAS, each of the Agreements provides for an “Allocable Percentage” that will be
used in the calculation of the consideration payable to each of YPI, YIP and the owners of the YPI
Asset Entities in connection with the consummation of the Formation Transactions and the IPO;




          WHEREAS, the Operating Partnership has determined to exclude the following YPI Asset Entities,
YPI 1010 Lamar, LLC, a Delaware limited liability company and One Graystone GP, LLC, a Texas
limited liability company (collectively the “Excluded Entities”), from the Formation
Transactions as permitted by the terms of the relevant Agreements, which will result in the
recalculation of the “Allocable Percentage” pursuant to each of the Agreements;




          WHEREAS, Zaya S. Younan and his affiliates who collectively own 100% of the shares of capital
stock of YPI and 100% of the equity interests in YIP have agreed to reduce to zero the value to be
allocated to the management business of YPI and YIP in connection with the Formation Transactions
and the IPO so as to increase the entity value of certain of the YPI Asset Entiites;




          WHEREAS, no person other than Zaya S. Younan and his affiliates will suffer any economic
detriment from this Amendment;




          WHEREAS, each of the parties hereto (including YPI and YIP) agree to the reduction of the
“Allocable Percentages” attributable to the management business of YPI and




 









 




YIP to zero and to the recalculation of the new Allocable Percentages as set forth in Appendix
B to Schedule II (the “Allocation Schedule”);




          WHEREAS, each Party hereto has determined it to be in its best interest to amend the
Allocation Schedule attached to each Agreement pursuant to this Amendment to reflect the changes in
the Allocable Percentages set forth therein; and




          WHEREAS, Section 8.16 of each Agreement provides that the Agreements may be amended by
appropriate instrument prior to the Effective Time (as defined in each Agreement).




          NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and
for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
Parties agree as follows:




     1. Amendment of Appendix B to Schedule II. The Allocation Schedule of each Agreement
is deleted in its entirety and replaced with the appendix set forth on Exhibit D hereto.
All references to “Allocable Percentage” in the Agreements shall mean the amount reflected under
the heading “Adjusted Allocable Percentage” of Exhibit D hereto.



     2. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of California, regardless of any laws that might otherwise govern under
applicable principles of conflicts of laws thereof.



     3. Counterparts. This Amendment may be executed in one or more counterparts, each of
which is an original, but all of which together constitute one and the same instrument.



     4. Full Force and Effect. Each Party confirms that the Agreements are in full force
and effect and remains a binding obligation of the Parties.



     5. No Obligation for Other Amendments. This Amendment is intended to be a part of,
and will serve as a valid, written amendment to, each Agreement. Except as otherwise set forth in
this Amendment, this Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in each
Agreement, all of which are ratified and affirmed in all respects and shall continue in full force
and effect, and this Amendment will not operate as an extension or waiver by the Parties of any
other condition, covenant, obligation, right, power or privilege under any Agreement.
This Amendment relates only to the specific matters covered herein, and shall not be
considered to create a course of dealing or to otherwise obligate either Party to execute similar
amendments or grant any waivers under the same or similar circumstances in the future.



[Signature pages follow]




2









 





          IN WITNESS WHEREOF, the Parties have executed this Amendment to the Agreements as of the date
first above written.




	 	 	 	 	 	 	 

	 	 	YOUNAN PROPERTIES, INC.

a Maryland corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

Zaya S. Younan
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	YOUNAN PROPERTIES, L.P.

a Maryland limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Younan Properties, Inc.	 	 
	 

	 	 	 	a Maryland corporation	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	YOUNAN PROPERTIES, INC.

a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	YOUNAN INVESTMENT PROPERTIES, L.P.

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Younan Properties, Inc.	 	 
	 

	 	 	 	a California corporation	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	YGH INVESTMENTS LLC

a California limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	Title:
	 	Managing Member	 	 






Signature Page to Merger Agreement Amendment




 









 






	 	 	 	 	 	 	 

	 	 	YPI 9801 WESTHEIMER FUND LLC

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Younan Investment Properties L.P.	 	 
	 

	 	 	 	a Delaware limited partnership	 	 
	 

	 	 	 	Its Manager	 	 






	 	 	 	 	 

	 

	 	By:
	 	Younan Properties, Inc.
	 

	 	 	 	a California corporation
	 

	 	 	 	Its General Partner






	 	 	 	 	 

	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan
	 

	 	Title:
	 	President






	 	 	 	 	 	 	 

	 	 	YOUNAN TOWER FUND LLC

a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Younan Investment Properties L.P.
	 

	 	 	 	a Delaware limited partnership
	 

	 	 	 	Its Managing Member






	 	 	 	 	 

	 

	 	By:
	 	Younan Properties, Inc.
	 

	 	 	 	a California corporation
	 

	 	 	 	Its General Partner






	 	 	 	 	 

	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan
	 

	 	Title:
	 	President






Signature Page to Merger Agreement Amendment





 











 





	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI ONE DALLAS CENTRE MM LLC

a Delaware limited liability company  
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties L.P.

a Delaware limited partnership

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI ONE DALLAS CENTRE FUND LLC

a Delaware limited liability company  
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	YPI One Dallas Centre MM LLC

a Delaware limited liability company

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Investment Properties, L.P.

a Delaware limited partnership

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	President	 	 






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI THANKSGIVING TOWER FUND LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties L.P.

a Delaware limited partnership

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	YPI CD PORTFOLIO PROPERTIES LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties L.P.

a Delaware limited partnership

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner  
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 






Signature Page to Merger Agreement Amendment




 









 






	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI ONE NORTH ARLINGTON FUND LLC

a Delaware limited liability company  
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties L.P.

a Delaware limited partnership

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	5401-5407 TRILLIUM LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, LLC

a California limited liability company

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	YGAZ LLC

a California limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Zaya S. Younan	 	 
	 	 	Title:	 	Managing Member	 	 






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI S/WL LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Zaya S. Younan

	 

	 	Title:
	 	Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	YPI EMBASSY PLAZA LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties, L.P.

a Delaware limited partnership

Its Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:

 

Name:
	 	  

Zaya S. Younan
	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI CENTRAL EXPRESSWAY HOLDING, L.P.

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	YPI Central Expressway Holding GP, LLC

a Delaware limited liability company

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Investment Properties, L.P.

a Delaware limited partnership

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:

 

Name:
	 	 
 

Zaya S. Younan
	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	President	 	 






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	YPI PARK CENTRAL HOLDING, L.P.

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	YPI Park Central Holding GP, LLC

a Delaware limited liability company

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Investment Properties, L.P.

a Delaware limited partnership

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:

 

Name:
	 	 
 

Zaya S. Younan
	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	President	 	 






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	YP KPMG CENTRE OWNER, LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	YP KPMG Centre Mezz Borrower, LLC

a Delaware limited liability company

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	YP KPMG Centre, LP

a Delaware limited partnership

Its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	YP KPMG Centre, G.P., LLC

a Delaware limited liability company

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Younan Investment Properties, L.P.

a Delaware limited partnership

Its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	Younan Properties, Inc.

a California corporation

Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	By:

 

Name:
	 	 
 

Zaya S. Younan
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Title:
	 	President	 	 






Signature Page to Merger Agreement Amendment





 












 





	 	 	 	 	 	 	 	 	 

	YPI 4851 LBJ FUND, L.P.
	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	By:	 	YPI 4851 LBJ, GP, LLC 
a Delaware limited liability company 
Its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Younan Investment Properties, L.P. 
a Delaware limited partnership 
Its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Younan Properties, Inc. 
a California corporation 
Its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	 	 	Title:
	 	President






	 	 	 

	YPI NORFOLK TOWER PARTNERS, L.P.
	a Texas limited partnership
	 
	 	 
	By:

	 	YPI Norfolk Tower GP, Inc. 

a Texas corporation 

Its General Partner
	 
	 	 
	By:

	 	 
	 

	 	 
	Name:

	 	Zaya S. Younan
	Title:

	 	President






	 	 	 	 	 	 	 

	YPI TWO WESTLAKE PARK, LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties, L.P. 
a Delaware limited partnership 
Its Sole Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc. 
a California corporation
 Its Sole Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 

	YPI NORTH BELT PORTFOLIO, LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties, L.P.
 a Delaware limited partnership 
Its Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc. 
a California corporation
 Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






	 	 	 

	YPI 555 ST. CHARLES FUND LLC
	a Delaware limited liability company
	 
	 	 
	By:

	 	 
	 

	 	 
	Name:

	 	Zaya S. Younan
	Title:

	 	Manager






	 	 	 	 	 	 	 

	5959 TOPANGA FUND, LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties L.P.
 a Delaware limited partnership 
Its Managing Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc. 
a California corporation 
Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 

	YPI 1010 LAMAR, LLC 

a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties L.P. 
a Delaware limited partnership 
Its Managing Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc. a California corporation 
Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






	 	 	 

	ONE GRAYSTONE GP, LLC
	a Texas limited liability company
	 
	 	 
	By:

	 	 
	 

	 	 
	Name:

	 	Zaya S. Younan
	Title:

	 	Sole Member






	 	 	 	 	 	 	 

	ONE GRAYSTONE GP MERGER SUB LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties L.P.
 a Delaware limited partnership 
Its Sole Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc.
 a California corporation
 Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






Signature Page to Merger Agreement Amendment




 









 





	 	 	 	 	 	 	 

	YPI EMBASSY PLAZA MERGER SUB LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties L.P.
 a Delaware limited partnership 
Its Sole Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc.
 a California corporation 
Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






	 	 	 	 	 	 	 

	YPI CENTRAL EXPRESSWAY HOLDING MERGER SUB LLC
	a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:	 	Younan Investment Properties L.P. 
a Delaware limited partnership
 Its Sole Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Younan Properties, Inc. 
a California corporation
 Its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Zaya S. Younan
	 

	 	 	 	Title:
	 	President






Signature Page to Merger Agreement Amendment





 











 





	 	 	 	 	 
	 	YPI PARK CENTRAL HOLDING MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	YP KPMG CENTRE OWNER MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



Signature Page to Merger Agreement Amendment






 









 








	 	 	 	 	 
	 	YPI 4851 LBJ FUND MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	YPI NORFOLK TOWER PARTNERS MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



Signature Page to Merger Agreement Amendment





 









 








	 	 	 	 	 
	 	YPI TWO WESTLAKE PARK MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	YPI 1010 LAMAR MERGER SUB, LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



Signature Page to Merger Agreement Amendment





 









 








	 	 	 	 	 
	 	YPI NORTH BELT PORTFOLIO MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	YPI 555 ST. CHARLES FUND MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



Signature Page to Merger Agreement Amendment





 









 








	 	 	 	 	 
	 	5959 TOPANGA FUND MERGER SUB LLC

a Delaware limited liability company

 	 
	 	By:  	Younan Investment Properties L.P.
 	 
	 	 	a Delaware limited partnership 	 
	 	 	Its Sole Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	             Younan Properties, Inc.
 	 
	 	 	a California corporation 	 
	 	 	Its General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Zaya S. Younan 	 
	 	Title:  	President 	 
	 



Signature Page to Merger Agreement Amendment





 











 





EXHIBIT A




YPI ASSET ENTITIES



	 	 	 

	1.

	 	5959 Topanga Fund LLC
	2.

	 	YPI 555 St Charles Fund LLC
	3.

	 	YPI North Belt Portfolio LLC
	4.

	 	YPI Two Westlake Park LLC
	5.

	 	YPI Norfolk Tower Partners LP
	6.

	 	YPI 4851 LBJ Fund LP
	7.

	 	YP KPMG Centre Owner LLC
	8.

	 	YPI Park Central Holding LP
	9.

	 	YPI Central Expressway Holding LP
	10.

	 	YPI Embassy Plaza LLC
	11.

	 	YGH Investments LLC
	12.

	 	YPI 9801 Westheimer Fund LLC
	13.

	 	Younan Tower Fund LLC
	14.

	 	YPI One Dallas Centre MM LLC
	15.

	 	YPI One Dallas Centre Fund LLC
	16.

	 	YPI Thanksgiving Tower Fund LLC
	17.

	 	YPI CD Portfolio Properties LLC
	18.

	 	YPI One North Arlington Fund LLC
	19.

	 	5401-5407 Trillium LLC
	20.

	 	YGAZ LLC
	21.

	 	YPI S/WL LLC






 









 





EXHIBIT B




MERGER SUBS



	 	 	 

	1.

	 	One Graystone GP Merger Sub, LLC
	2.

	 	YPI Embassy Plaza Merger Sub, LLC
	3.

	 	YPI Central Expressway Holding Merger Sub, LLC
	4.

	 	YPI Park Central Holding Merger Sub, LLC
	5.

	 	YP KPMG Centre Owner Merger Sub, LLC
	6.

	 	YPI 4851 LBJ Fund Merger Sub, LLC
	7.

	 	YPI Norfolk Tower Partners Merger Sub, LLC
	8.

	 	YPI Two Westlake Park Merger Sub, LLC
	9.

	 	YPI 1010 Lamar Merger Sub, LLC
	10.

	 	YPI North Belt Portfolio Merger Sub, LLC
	11.

	 	YPI 555 St. Charles Fund Merger Sub, LLC
	12.

	 	5959 Topanga Fund Merger Sub, LLC






 









 






EXHIBIT C




AGREEMENTS




	1.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among Younan Properties,
Inc., a California Corporation, and the Company.
	 
	2.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, Younan Investment Properties, L.P., a Delaware limited partnership, and the
parties set forth on Schedule I thereto.
	 
	3.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, One Graystone GP Merger Sub LLC, a Delaware limited liability company and One
Graystone GP, LLC, a Texas limited liability company.
	 
	4.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI Embassy Plaza Merger Sub LLC, a Delaware limited liability company and YPI
Embassy Plaza, LLC, a Delaware limited liability company.
	 
	5.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI Central Expressway Holding Merger Sub LLC, a Delaware limited liability
company and YPI Central Expressway Holding, L.P., a Delaware limited partnership.
	 
	6.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI Park Central Holding Merger Sub LLC, a Delaware limited liability company
and YPI Park Central Holding, L.P., a Delaware limited partnership.
	 
	7.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YP KPMG Centre Owner Merger Sub LLC, a Delaware limited liability company and
YP KPMG Centre Owner, LLC, a Delaware limited liability company.
	 
	8.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI 4851 LBJ Fund Merger Sub LLC, a Delaware limited liability company and YPI
4851 LBJ Fund, L.P., a Delaware limited partnership.
	 
	9.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI Norfolk Tower Partners Merger Sub LLC, a Delaware limited liability
company and YPI Norfolk Tower Partners, L.P., a Texas limited partnership.
	 
	10.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI Two Westlake Park Merger Sub LLC, a Delaware limited liability company and
YPI Two Westlake Park, LLC, a Delaware limited liability company.
	 
	11.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI 1010 Lamar Merger Sub LLC, a Delaware limited liability company and YPI
1010 Lamar, LLC, a Delaware limited liability company.




 









 






	12.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI North Belt Portfolio Merger Sub LLC, a Delaware limited liability company
and YPI North Belt Portfolio, LLC, a Delaware limited liability company.
	 
	13.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, YPI 555 St. Charles Fund Merger Sub LLC, a Delaware limited liability company
and YPI 555 St. Charles Fund, LLC, a Delaware limited liability company.
	 
	14.	 	Agreement and Plan of Merger dated as of April 8, 2010, by and among the Operating
Partnership, 5959 Topanga Fund Merger Sub LLC, a Delaware limited liability company and
5959 Topanga Fund, LLC, a Delaware limited liability company.










 









 








EXHIBIT D




APPENDIX B TO SCHEDULE II



See Attached.









 









 








APPENDIX B




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocable Percentage After	 	 
	 	 	 	 	 	 	Recalculation for Exclusion	 	 
	 	 	Original Allocable	 	of the Excluded Entities	 	Adjusted Allocable
	Younan Entity	 	Percentage	 	pursuant to the Agreements	 	Percentages
	 
	YPI CD Portfolio Properties, LLC
	 	 	15.9	%	 	 	16.6603	 	 	 	16.6603	 
	YPI Thanksgiving Tower Fund, LLC
	 	 	8.1	 	 	 	8.5549	 	 	 	11.5549	 
	YPI Central Expressway Holding, L.P.
	 	 	6.3	 	 	 	6.6104	 	 	 	6.6104	 
	YPI Park Central Holding, L.P.
	 	 	4.6	 	 	 	4.8051	 	 	 	6.6913	 
	YPI Two Westlake Park, LLC
	 	 	6.5	 	 	 	6.7900	 	 	 	6.7900	 
	YGH Investments, LLC
	 	 	2.0	 	 	 	2.1407	 	 	 	2.1407	 
	YP KPMG Centre Owner, LLC
	 	 	6.2	 	 	 	6.4941	 	 	 	7.4941	 
	YPI S/WL LLC
	 	 	3.1	 	 	 	3.2221	 	 	 	3.2221	 
	YPI Norfolk Tower Partners, L.P.
	 	 	2.4	 	 	 	2.4896	 	 	 	3.4896	 
	YPI 1010 Lamar, LLC
	 	 	3.6	 	 	 	0.0000	 	 	 	0.0000	 
	YPI 4851 LBJ Fund, L.P.
	 	 	1.7	 	 	 	1.7632	 	 	 	3.7632	 
	YPI North Belt Portfolio, LLC
	 	 	3.2	 	 	 	3.3161	 	 	 	5.3161	 
	Younan Tower Fund, LLC
	 	 	2.3	 	 	 	2.4125	 	 	 	3.4125	 
	YPI 9801 Westheimer Fund, LLC
	 	 	0.9	 	 	 	0.9873	 	 	 	0.9873	 
	YGAZ, LLC
	 	 	0.2	 	 	 	0.2113	 	 	 	0.2113	 
	Younan Investment Properties, L.P.*
	 	 	1.6	 	 	 	1.7139	 	 	 	1.7139	 
	YPI One North Arlington Fund, LLC
	 	 	1.7	 	 	 	1.8318	 	 	 	1.8318	 
	5401-5407 Trillium, LLC
	 	 	0.4	 	 	 	0.4163	 	 	 	0.4163	 
	YPI 555 St. Charles Fund, LLC
	 	 	2.6	 	 	 	2.7819	 	 	 	6.7819	 
	One Graystone GP, LLC
	 	 	1.2	 	 	 	0.0000	 	 	 	0.0000	 
	YPI One Dallas Centre MM, LLC
	 	 	1.4	 	 	 	1.4806	 	 	 	2.2584	 
	YPI One Dallas Centre Fund, LLC
	 	 	2.2	 	 	 	2.3267	 	 	 	3.5489	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocable Percentage After	 	 
	 	 	 	 	 	 	Recalculation for Exclusion	 	 
	 	 	Original Allocable	 	of the Excluded Entities	 	Adjusted Allocable
	Younan Entity	 	Percentage	 	pursuant to the Agreements	 	Percentages
	 
	YPI Embassy Plaza, LLC
	 	 	1.0	 	 	 	1.0523	 	 	 	2.0523	 
	5959 Topanga Fund, LLC
	 	 	1.3	 	 	 	1.3527	 	 	 	3.0527	 
	Younan Investment Properties, L.P.
(management business only)**
	 	 	5.1	 	 	 	5.3566	 	 	 	0.0000	 
	Younan Properties, Inc.(management
business only)***
	 	 	14.5	 	 	 	15.2296	 	 	 	0.0000	 
	 
	Total
	 	 	100.0	%	 	 	100.0	%	 	 	100.0	%
	 







 




			
	*	 	Relates to a 100% interest in the Meridian Property held by YPI Meridian Partners LP
	 
	**	 	The Adjusted Allocable Percentage excludes the indirect percentage share of Younan Investment
Properties L.P. allocable to its economic interest in a number of the target entities listed above.
Such percentage shares are in addition to the adjusted allocable percentage of sponsors’ equity
allocable to Younan Investment Properties L.P. with respect to the business of managing properties
owned by the target entities listed above. Both the direct percentage of value allocable to such
management business and the indirect percentages of value allocable to such other target entities
in which Younan Investment Properties LP has an economic interest will be paid to the owners of
Younan Investment Properties LP pursuant to the YIP Merger Agreement.
	 
	***	 	The Adjusted Allocable Percentage excludes the indirect percentage share of Younan Properties,
Inc. allocable to its economic interest in a number of the target entities listed above. Such
percentage shares are in addition to the adjusted allocable percentage of sponsors’ equity
allocable to Younan Properties, Inc. with respect to the business of managing properties owned by
the target entities listed above. Both the direct percentage of value allocable to such management
business and the indirect percentages of value allocable to such other target entities in which
Younan Investment Properties LP has an economic interest will be paid to the owners of Younan
Properties, Inc. pursuant to the YPI Merger Agreement.