exv10w15






EXHIBIT
10.15




FIRST AMENDMENT TO

CONTRIBUTION AGREEMENT




     
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as
of May 18, 2010, by and between Welsh Property Trust, Inc., a Maryland corporation (the
“Contributor”) and Welsh Property Trust, L.P., a Delaware limited partnership (the “Operating
Partnership”).



RECITALS




     A. Contributor and the Operating Partnership are parties to that certain Contribution
Agreement dated and effective as of March 1, 2010 (the “Contribution Agreement”) pursuant to which
Contributor agreed to contribute to the Operating Partnership the net proceeds of Contributor’s
initial public offering of its common stock in exchange for units of limited partner interest in
the Operating Partnership.



     B. The parties to the Contribution Agreement desire to amend the Contribution Agreement as
hereinafter set forth.



AGREEMENT




     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby covenant and agree to be bound as
follows:



     1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Contribution Agreement, unless the context shall
otherwise require.



     2. Jurisdiction. Section 8.07 of the Contribution Agreement is hereby amended and
restated to read in its entirety as follows:




“Section 8.07 JURISDICTION. The parties hereto hereby (a) submit to the
jurisdiction of any Minnesota state court or federal court sitting in the County of
Hennepin, Minnesota and to the jurisdiction of any Delaware state court or federal
court sitting in Wilmington, Delaware, with respect to any dispute arising out of
this Agreement or any transaction contemplated hereby to the extent such courts
would have subject matter jurisdiction with respect to such dispute; (b) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any such
action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, or that the venue of
the action is improper; and (c) waive personal service of the summons, complaint and
other process issued in any such action and agree that service of such summons,
complaint and other process may be made in accordance with Section 8.01 of this
Agreement.”



 









 





     3. Remaining Terms. Except as expressly set forth in this Amendment, all other terms
and provisions of the Contribution Agreement shall remain in full force and effect.



     4. Governing Law. This Amendment, and any disputes or issues related hereto, shall be
governed by the internal laws of the State of Delaware without giving effect to principles of
conflict of laws of such State.



     5. Jurisdiction. The parties hereto hereby (a) submit to the jurisdiction of any
Minnesota state court or federal court sitting in the County of Hennepin, Minnesota and to the
jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware, with
respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the
extent such courts would have subject matter jurisdiction with respect to such dispute; (b)
irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such
action, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the action is brought in
an inconvenient forum, or that the venue of the action is improper; and (c) waive personal service
of the summons, complaint and other process issued in any such action and agree that service of
such summons, complaint and other process may be made in accordance with Section 8.01 of the
Contribution Agreement.



     6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall constitute but one agreement.



     7. Binding Effect. This Amendment shall be binding upon the parties to the
Contribution Agreement, and their respective successors and permitted assigns.



     8. Third Party Beneficiaries. This Amendment shall not confer any rights or remedies
upon any person or entity other than the parties to the Contribution Agreement, and their
respective successors and permitted assigns.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.



	 	 	 	 	 

	 	 	WELSH PROPERTY TRUST, L.P.
	 
	 	 	 	 
	 

	 	By:	 	WELSH PROPERTY TRUST, LLC
	 

	 	 	 	Its Managing General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Scott T. Frederiksen
	 

	 	 	 	 
	 

	 	Name:
	 	Scott T. Frederiksen
	 

	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	WELSH PROPERTY TRUST, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Scott T. Frederiksen
	 

	 	 	 	 
	 

	 	Name:
	 	Scott T. Frederiksen
	 

	 	Title:
	 	Chief Executive Officer







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