exv10w22






Exhibit 10.22




REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT




          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”).




RECITALS




          WHEREAS, the REIT desires to consolidate the ownership of a portfolio of office and certain
other properties currently owned, directly or indirectly, by certain asset entities, each as
described under the applicable heading on Schedule I hereto (collectively, the “Single
Asset Entities”) and managed by Younan Properties, Inc., a California corporation
(“YPI”), Younan Investment Properties LP, a Delaware limited partnership (“YIP”)
and a subsidiary of YPI, or another affiliate of YPI;




          WHEREAS, concurrently with the execution of this Agreement, the REIT will enter into an
agreement and plan of merger with YPI, with the REIT as the surviving entity, pursuant to which all
of the shares of YPI will be converted automatically as set forth in such agreement into the right
to receive shares of common stock of the REIT, par value $.01 per share (the “REIT
Shares”);




          WHEREAS, concurrently with the execution of this Agreement, the Operating Partnership will
enter into an agreement and plan of merger with YIP and certain other entities each as described
under the applicable heading on Schedule I hereto (collectively, the “SAE Entity
Members”) that are direct or indirect partners or members of certain of the Single Asset
Entities, pursuant to which, immediately following the merger identified in the preceding
paragraph, (i) YIP will merge with and into the Operating Partnership and (ii) thereafter, the SAE
Entity Members will merge with and into the Operating Partnership in the order set forth in the
merger agreement for such entities;




          WHEREAS, an affiliate of the Principal (the “Affiliate”) will assign to the Operating
Partnership its rights and obligations under that certain purchase agreement (the “Fund
Purchase Agreement”) between Affiliate and Passco Younan Fund I LLC, a Delaware limited
liability company (the “Fund”), pursuant to which Affiliate has agreed to purchase certain
interests held by the Fund, which rights and obligations will be assigned to the Operating
Partnership as a result of the merger of Affiliate with and into the Operating Partnership, and
the Operating Partnership will purchase the interests from the Fund pursuant to the terms of the
Fund Purchase Agreement;




          WHEREAS, YGH Investments LLC, a California limited liability company (“YGHI”) and an
SAE Entity Member will assign to YPI its rights and obligations under that certain purchase
agreement (the “CHI Purchase Agreement”) to acquire all of Chung Hsein International LP’s
interests in 4041 Central Plaza LLC, a Delaware limited liability company, which rights and
obligations will be assigned to the Operating Partnership as a result of the






 









 







merger of YPI into the REIT and the REIT’s contribution of the assets of YPI to the Operating
Partnership, and immediately after such merger and contribution, the Operating Partnership will
consummate the transactions contemplated by the CHI Purchase Agreement;




          WHEREAS, concurrently with the execution of this Agreement, the REIT and the Operating
Partnership and certain newly formed subsidiaries of the Operating Partnership will enter into an
agreement and plan of merger with certain of the Single Asset Entities, pursuant to which,
immediately following the mergers identified in the preceding paragraphs, the Operating Partnership
will acquire, directly or indirectly, certain of the interests in the Single Asset Entities in
consideration of each such interest’s allocated share of the respective value of the Single Asset
Entity;




          WHEREAS, the Formation Transactions relate to the proposed initial public offering (the
“IPO”) of the REIT Shares, following which the REIT will operate as a self-administered and
self-managed real estate investment trust within the meaning of Section 856 of the Code;




          WHEREAS, pursuant to the Formation Transaction Documentation, the Consolidated Entities will
be paying a combination of cash, without interest, units of partnership interest in the Operating
Partnership (“OP Units”), REIT Shares, or any combination of the foregoing to the
Pre-Formation Participants for their equity interests in the Younan Entities;




          WHEREAS, the Principal directly or indirectly owns interests in certain of the Younan
Entities;




          WHEREAS, in order to induce the Consolidated Entities to enter into the Formation Transaction
Documentation, the Principal has agreed to provide certain representations, warranties and
indemnities as set forth herein; and




          WHEREAS, the Principal has agreed to deposit 10% of the consideration to be received by him
and his Affiliates in connection with the Formation Transactions and the IPO (collectively, the
“Indemnity Holdback Amount”) into an “Indemnity Holdback Escrow” pursuant to the
“Escrow Agreement”, attached as Exhibit A hereto, with the “Escrow Agent”
(as defined therein) in order to provide the exclusive remedy for any breaches of the
representations and warranties made in Article I of this Agreement. Each OP Unit and REIT Share
deposited into the Indemnity Holdback Escrow shall be valued at the initial public offering price
of a REIT Share in the IPO (the “IPO Price”).




          NOW, THEREFORE, in consideration of the foregoing and the representations, warranties,
covenants and other terms contained in this Agreement, the parties hereto, intending to be legally
bound hereby, agree as follows:




ARTICLE I.

REPRESENTATION AND WARRANTIES




          Except as disclosed in the Prospectus or in the schedules referenced in this Article I and
attached hereto, the Principal represents and warrants to the Consolidated Entities that, with






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respect to each of the Younan Entities and its Subsidiaries and their respective Properties,
as of the Closing Date:




          Section 1.01 ORGANIZATION; AUTHORITY.




               (a) Each of the Younan Entities has been duly organized and is validly existing and in good
standing under the Laws of its jurisdiction of organization and has all requisite power and
authority to enter into each agreement or other document contemplated by the Formation Transaction
Documentation and to carry out the transactions contemplated thereby, and to own, lease and/or
operate each of its Properties and to carry on its business as presently conducted. Each Younan
Entity, to the extent required under applicable Laws, is qualified to do business and is in good
standing in each jurisdiction in which the nature of its business or the character of its
Properties make such qualification necessary, other than such failures to be so qualified as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



               (b) Schedule 1.01(b) sets forth as of the date hereof with respect to each Younan
Entity (i) each Subsidiary of the Younan Entity, (ii) the ownership interest of each Younan Entity
in each Subsidiary, (iii) if not wholly owned by a Younan Entity, the identity and ownership
interest of each of the other owners of such Subsidiary, and (iv) each Property owned or leased
pursuant to a ground lease by each Younan Entity or a Subsidiary. Each Subsidiary of the Younan
Entities has been duly organized and is validly existing and is in good standing under the Laws of
its jurisdiction of organization, and has all power and authority to own, lease and/or operate its
Properties and other assets and to carry on its business as presently conducted. Each Subsidiary
of the Younan Entities, to the extent required under applicable Laws, is qualified to do business
and is in good standing in each jurisdiction in which the nature of its business or the character
of its Properties and other assets make such qualification necessary, other than such failures to
be so qualified as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



          Section 1.02 DUE AUTHORIZATION. The execution, delivery and performance by each Younan Entity
of each agreement or other document contemplated by the Formation Transaction Documentation
(including each agreement, document and instrument executed and delivered by or on behalf of each
Younan Entity pursuant to this Agreement or the other Formation Transaction Documentation) to which
it is a party have been duly and validly authorized by all necessary actions required of such
Younan Entity. Each agreement, document and instrument contemplated by the Formation Transaction
Documentation and executed and delivered by or on behalf of each Younan Entity constitutes, or when
executed and delivered will constitute, the legal, valid and binding obligation of such Younan
Entity, each enforceable against such Younan Entity in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights
and general principles of equity.




          Section 1.03 CONSENTS AND APPROVALS. Except as shall have been obtained on or prior to the
Closing Date, no consent, waiver, approval, authorization, order, license, permit or registration
of, qualification, designation, declaration or filing with, any Person or Governmental Authority or
under any applicable Laws is required to be obtained by each






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Younan Entity or any of its Subsidiaries in connection with the execution, delivery and
performance of any of the agreements or documents contemplated by the Formation Transaction
Documentation to which such Younan Entity is a party and the transactions contemplated hereby and
thereby, except for (i) those consents, waivers, approvals, authorizations, orders, licenses,
permits, registrations, qualifications, designations, declarations or filings, the failure of which
to obtain or to file would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, or (ii) those consents of the Pre-Formation Participants under the
organizational documents of the applicable Younan Entity, the failure of which to obtain would not,
individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect.




          Section 1.04 NO VIOLATION. None of the execution, delivery or performance by any Younan
Entity of any agreement or document contemplated by the Formation Transaction Documentation to
which it is a party and the transactions contemplated hereby and thereby does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach
of, or constitute a default under or give to others any right of termination, acceleration,
cancellation or other right under, (A) the organizational documents of any Younan Entity or any of
its Subsidiaries, (B) any agreement, document or instrument to which any Younan Entity or any of
its Subsidiaries or any of their respective assets or properties (including the Properties) are
bound or (C) any term or provision of any judgment, order, writ, injunction, or decree binding on
any Younan Entity or any of its Subsidiaries, except for, in the case of clause (B) or (C), any
such breaches or defaults that would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.




          Section 1.05 CAPITALIZATION. Schedule 1.05 sets forth as of the date hereof the
ownership of each Younan Entity and its Subsidiaries. All of the issued and outstanding equity
interests of each Younan Entity and its Subsidiaries are duly authorized, validly issued and fully
paid (other than the profits interests in respect of any Younan Entity, if applicable, where the
concept of due authorization, valid issuance and full payment is not applicable), and, to the
Principal’s Knowledge, are not subject to preemptive rights or appraisal, dissenters’ or other
similar rights under the organizational documents of or any contract to which such Younan Entity or
its Subsidiaries is a party or otherwise bound.




          Section 1.06 LICENSES AND PERMITS. To the Principal’s Knowledge, all notices, licenses,
permits, certificates and authorizations required for the continued use, occupancy, management,
leasing and operation of the Properties of such Younan Entity have been obtained or can be obtained
without material cost, are in full force and effect, are in good standing and (to the extent
required in connection with the transactions contemplated by the Formation Transaction
Documentation) are assignable to the Operating Partnership, except in each case for items that, if
not so obtained, obtainable and/or transferred, would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. To the Principal’s Knowledge, no Younan
Entity, any of its Subsidiaries or any third party has taken any action that (or failed to take any
action the omission of which) would result in the revocation of any such notice, license, permit,
certificate or authorization where such revocation or revocations would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, nor has any of them received
any written notice of violation from any Governmental Authority or written notice of the intention
of any entity to revoke any of them, that in each case has not been






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cured or otherwise resolved to the satisfaction of such Governmental Authority and that would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          Section 1.07 LITIGATION. Except for actions, suits or proceedings covered by the policies of
insurance described in Schedule 1.07, there is no action, suit or proceeding pending or, to
the Principal’s Knowledge, threatened against any Younan Entity or any of its Subsidiaries which,
if adversely determined, would, individually or together with all such other actions, reasonably be
expected to have a Material Adverse Effect. There is no action, suit or proceeding pending or, to
the Principal’s Knowledge, threatened against any Younan Entity or any of its Subsidiaries which
challenges or impairs the ability of any Younan Entity or any of its Subsidiaries to execute or
deliver, or perform its obligations under any of the Formation Transaction Documentation or to
consummate the transactions contemplated hereby and thereby, except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.




          Section 1.08 COMPLIANCE WITH LAWS. To the Principal’s Knowledge, each Younan Entity and its
Subsidiaries have conducted their business in compliance with all applicable Laws, except for such
failures that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. None of the Younan Entities or its Subsidiaries has been informed in
writing of any continuing violation of any such Laws or that any investigation has been commenced
and is continuing or is contemplated respecting any such possible violation, except in each case
for violations that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




          Section 1.09 PROPERTIES.




               (a) Each applicable Younan Entity or one of its Subsidiaries set forth on Schedule
1.09(a) is insured under a policy of title insurance as the owner of, and, to the Principal’s
Knowledge, the applicable Younan Entity or its Subsidiary is the owner of, the fee simple estate
(or, in the case of certain Properties, the leasehold estate) to such Younan Entity’s Property
identified on Schedule 1.09(a) as being owned by the such Younan Entity or its Subsidiary,
in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time
of the mergers contemplated in the Formation Transaction Documentation, none of the Younan Entities
or any of its Subsidiaries shall take or omit to take any action to cause any Lien to attach to any
Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness
encumbering such Property.



               (b) Except for matters that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, to the Principal’s Knowledge, (1) no Younan Entity, any
of its Subsidiaries, or any other party to any material agreement affecting any Property (other
than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or
default of any such agreement, (2) no event has occurred or has been threatened in writing, which
with or without the passage of time or the giving of notice, or both, would, individually or
together with all such other events, constitute a default under any such agreement, or would,
individually or together with all such other events, reasonably be expected to cause the
acceleration of any material obligation of any party thereto or the creation of a Lien upon any
asset of any Younan Entity or any of its Subsidiaries, except for Permitted Liens, and



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(3) all agreements affecting any Property required for the continued use, occupancy,
management, leasing and operation of such Property (exclusive of space Leases) are valid and
binding and in full force and effect.




               (c) To the Principal’s Knowledge, as presently conducted, none of the operation of the
buildings, fixtures and other improvements comprising a part of the Properties is in violation of
any applicable building code, zoning ordinance or other “land use” Law, except for such violations
that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.



               (d) Except for matters that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, (1) to the Principal’s Knowledge, no Younan Entity, any
of its Subsidiaries, or any other party to any Lease, is in breach or default of any such Lease,
(2) to the Principal’s Knowledge, no event has occurred or has been threatened in writing, which
with or without the passage of time or the giving of notice, or both, would, individually or
together with all such other events, constitute a default under any Lease, or would, permit
termination, modification or acceleration under such Lease, and (3) to the Principal’s Knowledge,
each of the leases (and all amendments thereto or modifications thereof) to which a Younan Entity
or any of its Subsidiaries is a party or by which a Younan Entity or any of its Subsidiaries or any
Property is bound or subject (collectively, the “Leases”) is and will be valid and binding
and in full force and effect.



          Section 1.10 INSURANCE. Each Younan Entity or its Subsidiary has in place the public
liability, casualty and other insurance coverage with respect to each Property as the Principal
reasonably deems necessary and in all cases including such coverage as is required under the terms
of any continuing loan or Lease. Each of the insurance policies with respect to each Younan
Entity’s Property is in full force and effect in all material respects and all premiums due and
payable thereunder have been fully paid when due. To the Principal’s Knowledge, no Younan Entity
nor any Subsidiary has received from any insurance company any notices of cancellation or intent to
cancel any insurance.




          Section 1.11 ENVIRONMENTAL MATTERS. Except for matters that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, to the Principal’s Knowledge,
(A) each Younan Entity and its Subsidiaries are in compliance with all Environmental Laws, (B) no
Younan Entity or any of its Subsidiaries have received any written notice from any Governmental
Authority or third party alleging that such Younan Entity, any of its Subsidiaries or any Property
is not in compliance with applicable Environmental Laws, and (C) there has not been a release of a
hazardous substance on any Property that would require investigation or remediation under
applicable Environmental Laws. The representations and warranties contained in this Section
1.11 constitute the sole and exclusive representations and warranties made by the Principal
concerning environmental matters.




          Section 1.12 EMINENT DOMAIN. Except as set forth on Schedule 1.12 hereto, there is no
existing or, to the Principal’s Knowledge, proposed or threatened condemnation, eminent domain or
similar proceeding, or private purchase in lieu of such a proceeding which would affect any of the
Properties, except for such proceedings that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.







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          Section 1.13 FINANCIAL STATEMENTS. The financial statements of the Younan Entities included
in the Prospectus have been prepared in all material respects in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto), subject, in the case of unaudited statements, to normal year-end
audit adjustments, and fairly present in all material respects the financial condition and results
of operations of the Younan Entities as of the dates indicated therein and for the periods ended as
indicated therein.




          Section 1.14 TAXES.




               (a) Except as set forth in Schedule 1.14(a), (i) each Younan Entity and Subsidiary has
timely and properly filed all Tax returns and reports required to be filed by it (after giving
effect to any filing extension properly granted by a Governmental Authority having authority to do
so) and all such returns and reports are accurate and complete in all material respects, and has
paid (or had paid on its behalf) all Taxes as required to be paid by it, and (ii) except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no
deficiencies for any Taxes have been proposed, asserted or assessed against any Younan Entity or
Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.



               (b) Except as set forth in Schedule 1.14(b), (i) there are no pending or threatened
audits, assessments or other actions for or relating to any liability in respect of income or
material non-income Taxes of any Younan Entity or Subsidiary (ii) there are no matters under
discussion with any Tax authority with respect to income or material non-income Taxes that are
likely to result in an additional liability for Taxes with respect to any Younan Entity or
Subsidiary and (iii) no Younan Entity or Subsidiary is, or has ever been, a party to or bound by
any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract.



               (c) Except as set forth in Schedule 1.4(c), at all times since January 1, 2003, YPI
(including any “predecessor corporation” (within the meaning of Treasury Regulations Section
1.1374-1(e)) to YPI) has continuously qualified as an “S corporation” within the meaning of Section
1361(a)(1) of the Code and all applicable corresponding provisions of state and local law, and no
Tax authority has claimed in writing that YPI does not qualify as an S corporation. YPI has never
elected to treat any Subsidiary as a “qualified subchapter S subsidiary” within the meaning of
Section 1361(b)(3)(B) of the Code.



               (d) Except
as set forth in Schedule 1.14(d), YPI does not have any current or accumulated earnings and profits which were generated by
any entity that was not a REIT, an S corporation or a regulated investment company at the time such
earnings and profits were generated.



               (e) Except
as set forth in Schedule 1.14(e), since its formation, for U.S. federal income tax purposes, each Younan Entity and
Subsidiary, other than YPI, has been treated as a partnership or a disregarded entity and not as a
corporation or an association taxable as a corporation. The Principal has included all income,
gain, loss, deduction or other Tax items in his income Tax returns in a manner consistent with the
Schedule K-1’s received by the Principal from YPI and each Younan Entity.



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          Section 1.15 NON-FOREIGN STATUS. None of the Younan Entities is a foreign person (as defined
in the Code) and none is, therefore, subject to the provisions of the Code relating to the
withholding of sales or exchange proceeds to foreign persons.




          Section 1.16 BANKRUPTCY. No bankruptcy or similar insolvency proceeding has been filed, or is
currently contemplated, with respect to the Younan Entity or any of its Subsidiaries.




          Section 1.17 EMPLOYEES. Except for YPI, no Younan Entity or Subsidiary has or has ever had
any employees. Except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, no Younan Entity or its Subsidiary is delinquent in payments to any
of its employees, consultants or independent contractors for any wages, salaries, commissions,
bonuses, or other direct compensation for any service performed or amounts required to be
reimbursed to such employees, consultants or independent contractors. YPI has: (a) complied in all
material respects with all applicable laws related to employment, (b) withheld and paid to the
appropriate governmental entity or is holding for payment not yet due to such governmental entity
all amounts required to be withheld from employees and (c) no policy, practice, plan or program of
paying severance or pay or any form of severance compensation in connection with the termination of
employment service and no agreement pursuant to which it would be required to pay severance to any
director, officer, employee or consultant, except with respect to clauses (a), (b) and (c) as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          Section 1.18 CONTRACTS AND COMMITMENTS. Except as set forth in the organizational documents
of each Younan Entity or as otherwise disclosed in the Prospectus, no Younan Entity or Subsidiary
is a party to any agreements for the sale of its assets, for the grant to any Person of any
preferential right to purchase any such assets or the acquisition of any operating business, assets
or capital stock of any other corporation, entity or business, other than in the ordinary course of
business, entered into during the last twelve (12) months.




          Section 1.19 NO IMPLIED REPRESENTATIONS OR WARRANTIES. Other than the representations and
warranties expressly set forth in this Article I and any other instrument executed by the Principal
in connection with the Formation Transactions, the Principal shall not be deemed to have made any
other representation or warranty in connection with this Agreement or the transactions contemplated
hereby.




ARTICLE II.

NATURE OF REPRESENTATIONS AND WARRANTIES




          Section 2.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties
contained in this Agreement shall survive after the effective time of the mergers contemplated in
the Formation Transaction Documentation until the first anniversary of the Closing Date (the
“Expiration Date”). If written notice of a claim in accordance with Section 4.02
has been given prior to the Expiration Date, then the relevant representation or warranty shall
survive, but only with respect to such specific claim, until such claim has been finally resolved.
Any claim for indemnification not so asserted in writing by the Expiration Date may not thereafter
be asserted and shall forever be waived.







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ARTICLE III.

INDEMNITY HOLDBACK ESCROW




          Section 3.01 ESTABLISHMENT. On the Closing Date, the Principal shall deposit the Indemnity
Holdback Amount into the Indemnity Holdback Escrow in the form of cash, REIT Shares and/or OP
Units, at the Principal’s election, with each such security to be valued at the IPO Price. For
income tax purposes, the parties hereto agree that the Principal shall be treated as the owner of
its Indemnity Holdback Amount and shall report such Indemnity Holdback Amount and the earnings
thereon consistently with the foregoing.




ARTICLE IV.

INDEMNIFICATION




          Section 4.01 INDEMNIFICATION OF CONSOLIDATED ENTITIES. The Consolidated Entities and their
Affiliates and each of their respective directors, officers, employees, agents and representatives
(each of which is an “Indemnified Party”), shall be indemnified and held harmless by the
Indemnifying Party, under the terms and conditions of this Agreement out of the Indemnity Holdback
Escrow, from and against any and all Losses arising out of or relating to, asserted against,
imposed upon or incurred by the Indemnified Parties in connection with or as a result of any breach
of a representation or warranty contained in Article I of this Agreement (subject to the survival
limitations set forth in Section 2.01 hereof) (collectively, the “Indemnified
Losses”); provided, the Indemnified Parties shall only be entitled to indemnification for
breaches of representations and warranties made pursuant to Article I of this Agreement to the
extent that the Indemnified Losses with respect to such breaches exceed, in the aggregate, Five
Hundred Thousand Dollars ($500,000) (the “Deductible”); and provided, further, that the
directors, officers and employees of the Consolidated Entities shall be indemnified hereunder only
in their capacities as such and not individually. No Indemnified Party (other than the
Consolidated Entities) may make a claim hereunder without the prior written consent of the REIT.
For the avoidance of doubt, the Indemnifying Party shall only be liable for Indemnified Losses
(after giving effect to and only for amounts in excess of the Deductible) up to the Indemnity
Holdback Amount.




          Section 4.02 CLAIMS.




               (a) At the time when either of the Consolidated Entities learns of any potential claim under
this Agreement (an “Escrow Claim”) against any Indemnifying Party, it will promptly give
written notice (a “Claim Notice”) to the Principal and the Escrow Agent; provided that the
failure to so notify the Principal or the Escrow Agent shall not prevent recovery under this
Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced
by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the
Indemnified Party giving rise to such Escrow Claim. The Indemnified Party shall deliver to the
Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and
documents (including court papers) received by such Indemnified Party relating to a Third Party
Claim (as defined below); provided that failure to do so shall not prevent recovery under this
Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced
by such failure. Any Indemnified Party may at its option demand indemnity under this Article IV as
soon as an Escrow Claim has been threatened by a third party, regardless of



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whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith
determine that such claim is not frivolous and that the Indemnified Party may be liable for, or
otherwise incur, a Loss as a result thereof.




               (b) The Principal shall be entitled, at his own expense, to elect in accordance with
Section 4.06 below, to assume and control the defense of any Escrow Claim based on claims
asserted by third parties (“Third Party Claims”), through counsel chosen by the Principal
and reasonably acceptable to the REIT, if he gives written notice of his intention to do so to the
Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice;
provided, however, that the Indemnified Parties may at all times participate in such defense at
their own expense. Without limiting the foregoing, in the event that the Principal exercises the
right to undertake any such defense against a Third Party Claim, the Indemnified Party shall
cooperate with the Principal in such defense and make available to the Principal, at the
Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified
Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably
required by the Principal. No compromise or settlement of such Third Party Claim may be effected
by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the
other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no
finding or admission of any violation of Law and no effect on any other claims that may be made
against such other party and (ii) each Indemnified Party that is party to such claim is released
from all liability with respect to such claim. Notwithstanding the foregoing, if the compromise or
settlement of such Third Party Claim could reasonably be expected to adversely affect the status of
the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT
shall make such decision to compromise or settle the Third Party Claim without the need to obtain
the Principal’s consent.



          Section 4.03 DELIVERY AND RELEASE OF INDEMNITY ESCROW WITH RESPECT TO CLAIMS. Upon resolution
of any Escrow Claim or portion of an Escrow Claim as evidenced by a written instruction of the
Operating Partnership, in which an officer of the Operating Partnership certifies that the
instruction has been approved by either (x) the Indemnifying Party in accordance with Section
4.06 or (y) a final award of an arbitral tribunal in accordance with this Agreement, the Escrow
Agent shall release the amount and type of Indemnity Holdback Amount specified therein, and shall
charge such amount to the Escrow Fund (as defined in the Escrow Agreement). To the extent a
disbursement is made in REIT Shares or OP Units, such disbursement, and the charge to the Escrow
Fund, shall be determined at a price per REIT Share or OP Unit equal to the IPO Price. Upon any
disbursement from the Indemnity Holdback Escrow pursuant to this Agreement, the Consolidated
Entities will purchase (at a price per REIT Share or OP Unit, as applicable, equal to the IPO
Price) such number of the securities as will permit the Escrow Agent to distribute cash in lieu of
any fractional shares.




          Section 4.04 DELIVERY RELEASE OF INDEMNITY ESCROW AFTER EXPIRATION DATE. Within ten (10) days
after the Expiration Date, and at the end of each calendar quarter thereafter while any Indemnity
Holdback Amount remains in the Indemnity Holdback Escrow, the Consolidated Entities shall deliver
to the Escrow Agent a notice which shall (i) set forth a list of outstanding Escrow Claims,
together with a good faith estimate of the maximum value (expressed in dollars) of each such Escrow
Claim and the aggregate amount of such values that would be allocated against the Escrow Fund in
accordance with Section 4.02(b)






10









 







if the actual amount of Indemnified Losses in respect of such Escrow Claim were equal to such
good faith estimate of the maximum value thereof and (ii) instruct the Escrow Agent to release to
the Indemnifying Party any consideration in the Escrow Fund in excess of the aggregate value
allocated to the Escrow Fund in accordance with the immediately preceding clause (i).




          Section 4.05 EXCLUSIVE REMEDY. The sole and exclusive remedy for Indemnified Parties with
respect to any and all claims relating to a breach of this Agreement (other than breaches arising
out of or in connection with fraud) shall be recovery from the Indemnity Holdback Escrow in
accordance with the terms of this Agreement and the Escrow Agreement. The Indemnifying Party shall
not be liable or obligated to make payments under this Agreement in excess of the Indemnity
Holdback Amount.




          Section 4.06 AUTHORIZATION. For purposes of this Article IV, a decision, act, consent,
election or instruction of the Principal shall be deemed to be authorized if approved in writing by
the Principal and the Escrow Agent and Consolidated Entities may rely upon such decision, act,
consent or instruction as provided in this Section 4.06 as being the decision, act, consent
or instruction of the Principal and any Indemnifying Party. The Escrow Agent and the Consolidated
Entities, including their respective directors, officers, employees, agents and representatives,
are hereby relieved from any liability to any Person for any acts done by them in accordance with
such decision, act, consent or instruction. The Principal and any Indemnifying Party may from time
to time by written notice to the Consolidated Entities appoint a representative or representatives
to exercise such powers with respect to one or more claims as may be delegated by the Principal or
any Indemnifying Party.




          Section 4.07 CHARACTERIZATION OF PAYMENTS. Any indemnity payments made from the Indemnity
Holdback Escrow pursuant to Article IV shall constitute an adjustment of the consideration received
by the Indemnifying Party for Tax purposes and shall be treated as such by all parties on their tax
returns to the extent permitted by Law.




ARTICLE V.

GENERAL PROVISIONS




          Section 5.01 NOTICES. All notices and other communications under this Agreement after the
Closing Date shall be in writing and shall be deemed given when (i) delivered personally, (ii) five
(5) Business Days after being mailed by certified mail, return receipt requested and postage
prepaid, (iii) one (1) Business Day after being sent by a nationally recognized overnight courier
or (iv) transmitted by facsimile if confirmed within twenty four (24) hours thereafter by a signed
original sent in the manner provided in clause (i), (ii) or (iii) to the parties at the following
addresses (or at such other address for a party as shall be specified by notice from such party):




          If to the REIT or the Operating Partnership, to:





Younan Properties, Inc.

21700 Oxnard Street, Suite 800

Woodland Hills, California 91367

Facsimile: (818) 703-5907



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Attention: Chief Executive Officer



If to the Principal, to:



21700 Oxnard Street, Suite 800

Woodland Hills, California 91367

Facsimile: (818) 703-5907

Attention: Zaya S. Younan




          Section 5.02 DEFINITIONS. For purposes of this Agreement, the following terms shall have the
following meanings.




               (a) “Affiliate” means, with respect to any Person, a Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with the specified Person. For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”) as used with
respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise.



               (b) “Business Day” means any day that is not a Saturday, Sunday or legal holiday in
the State of California.



               (c) “Closing Date” means the closing date of the IPO.



               (d) “Code” means the Internal Revenue Code of 1986, as amended, together with the
rules and regulations promulgated or issued thereunder.



               (e) “Environmental Laws” means all federal, state and local Laws governing pollution
or the protection of human health or the environment.



               (f) “Formation Transaction Documentation” means all of the agreements and documents
contemplated by the Formation Transactions as set forth on Schedule II hereto.



               (g) “Formation Transactions” means the transactions contemplated by this Agreement and
the other Formation Transaction Documentation.



               (h) “GAAP” means generally accepted accounting principles, as in effect in the United
States of America as of the date of determination.



               (i) “Governmental Authority” means any government or agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or other instrumentality
of any government, whether federal, state or local, domestic or foreign.



               (j) “Laws” means laws, statutes, rules, regulations, codes, orders, ordinances,
judgments, injunctions, decrees and policies of any Governmental Authority.



12









 





               (k) “Liens” means all pledges, claims, liens, charges, restrictions, controls,
easements, rights of way, exceptions, reservations, leases, licenses, grants, covenants and
conditions, encumbrances and security interests of any kind or nature whatsoever.



               (l) “Losses” means charges, complaints, claims, actions, causes of action, losses,
damages, liabilities and expenses of any nature whatsoever, including without limitation, amounts
paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative
judicial or administrative proceedings or appeals therefrom and costs of attachment or similar
bonds, as well as all collection costs and enforcement expenses incurred in retaking, holding,
preparing for sale, selling or otherwise disposing of or realizing on collateral or otherwise
exercising or enforcing any rights or remedies under pledge and security or other collateral
documents, but does not include any diminution in value of the Consolidated Entities except in the
case of breaches of Section 1.11.



               (m) “Material Adverse Effect” means with respect to each Younan Entity, Subsidiary or
Property, any material adverse change in any of the assets, business, condition (financial or
otherwise), results of operation or prospects solely with respect to such Younan Entity, Subsidiary
or Property.



               (n) “Permitted Liens” means (i) Liens, or deposits made to secure the release of such
Liens, securing Taxes, the payment of which is not delinquent or the payment of which (including,
without limitation, the amount or validity thereof) is being contested in good faith by appropriate
proceedings for which adequate reserves have been made in accordance with GAAP; (ii) zoning,
entitlement, building and other land use Laws imposed by governmental agencies having jurisdiction
over the Properties; (iii) covenants, conditions, restrictions, easements for public utilities,
encroachments, rights of access or other non-monetary matters that do not materially impair the use
of the Properties for the purposes for which they are currently being used or proposed to be used
in connection with the relevant Person’s business; (iv) Liens securing financing or credit
arrangements existing as of the Closing Date that are described in the Prospectus; (v) Liens
arising under leases in effect as of the Closing Date; (vi) any exceptions contained in the title
policies relating to the Properties as of the Closing Date; (vii) mechanics’, carriers’, workers’,
repairers’ and similar Liens arising or incurred in the ordinary course of business that are not
yet due and payable and which are not, in the aggregate, material to the business, operations and
financial condition of the Properties so encumbered; and (viii) any matters that would not have a
Material Adverse Effect.



               (o) “Person” means an individual, corporation, partnership, limited liability company,
joint venture, association, trust, unincorporated organization or other entity.



               (p) “Pre-Formation Participants” means the holders of the equity interests in the
relevant Younan Entities immediately prior to the Formation Transactions.



               (q) “Principal’s Knowledge” means the actual current knowledge of each of the
Principal, Robert Peddicord, Andres R. Gavinet, Adam I. Knowlton, John R. Cook and Joy DeBacker,
without duty of investigation or inquiry.



13









 





               (r) “Properties” means the office or other property owned or leased pursuant to a
ground lease by any Younan Entity or any Subsidiary.



               (s) “Prospectus” means the REIT’s final prospectus as filed with the Securities and
Exchange Commission.



               (t) “Subsidiary” means any corporation, partnership, limited liability company, joint
venture, trust or other legal entity which a Younan Entity owns (either directly or through or
together with another Subsidiary) either (i) a general partner, managing member or other similar
interest, or (ii)(A) 10% or more of the voting power of the voting capital stock or other equity
interests, or (B) 10% or more of the value of the outstanding capital stock or other equity
interests of such corporation, partnership, limited liability company, joint venture or other legal
entity. As used herein, “Subsidiary” or “Subsidiaries” refers to the Subsidiaries of the Younan
Entities, or an applicable Younan Entity, as applicable, as set forth on Schedule 5.02(u),
unless the context otherwise requires.



               (u) “Tax” means all federal, state, local and foreign income, withholding, property,
sales, franchise, employment, excise and other taxes, tariffs or governmental charges of any nature
whatsoever, including estimated taxes, together with penalties, interest or additions to Tax with
respect thereto.



               (v) “Younan Entity” means YPI, YIP, an SAE Entity Member or Single Asset Entity, as
applicable. As used herein, “Younan Entities” refer to each Younan Entity, collectively.



          Section 5.03 COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or more counterparts
have been signed by each party and delivered to each other party.




          Section 5.04 ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement and the Escrow
Agreement, including, without limitation, the exhibits hereto and thereto, constitute the entire
agreement and supersede each prior agreement and understanding, whether written or oral, among the
parties regarding the subject matter of this Agreement. This Agreement is not intended to confer
any rights or remedies on any Person other than the parties hereto.




          Section 5.05 GOVERNING LAW. This Agreement 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.




          Section 5.06 ASSIGNMENT. This Agreement shall be binding upon, and shall be enforceable by
and inure to the benefit of, the parties hereto and their respective heirs, legal representatives,
successors and assigns; provided, however, that this Agreement may not be assigned (except by
operation of law) by any party without the prior written consent of the other parties, and any
attempted assignment without such consent shall be null and void and of no force and effect, except
that the Operating Partnership may assign its rights and obligations hereunder to an Affiliate.







14









 








          Section 5.07 JURISDICTION. The parties hereto hereby (a) submit to the exclusive jurisdiction
of any state or federal court sitting in the County of Los Angeles, 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, and (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.




          Section 5.08 DISPUTE RESOLUTION. The parties intend that this Section 5.08 will be
valid, binding, enforceable, exclusive and irrevocable and that it shall survive any termination of
this Agreement.




               (a) Upon any dispute, controversy or claim arising out of or relating to this Agreement or the
enforcement, breach, termination or validity thereof (“Dispute”), the party raising the
Dispute will give written notice to the other parties to the Dispute describing the nature of the
Dispute following which the parties to such Dispute shall attempt for a period of ten (10) Business
Days from receipt by the parties of notice of such Dispute to resolve such Dispute by negotiation
between representatives of the parties hereto who have authority to settle such Dispute. All such
negotiations shall be confidential and any statements or offers made therein shall be treated as
compromise and settlement negotiations for purposes of any applicable rules of evidence and shall
not be admissible as evidence in any subsequent proceeding for any purpose. The statute of
limitations applicable to the commencement of a lawsuit shall apply to the commencement of an
arbitration hereunder, except that no defense based on the running of the statute of limitations
will be available based upon the passage of time during any such negotiation. Regardless of the
foregoing, a party shall have the right to seek immediate injunctive relief pursuant to clause (c)
below without regard to any such 10-day negotiation period.



               (b) Any Dispute (including the determination of the scope or applicability of this agreement
to arbitrate) that is not resolved pursuant to clause (a) above shall be submitted to final and
binding arbitration in California before one neutral and impartial arbitrator, in accordance with
the laws of the State of California for agreements made in and to be performed in that State. The
arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures, as in effect on the date hereof. The parties hereto shall appoint one arbitrator
within fifteen (15) days of a demand for arbitration. If an arbitrator is not appointed within
such 15-day period, the arbitrator shall be appointed by JAMS in accordance with its Comprehensive
Arbitration Rules and Procedures, as in effect on the date hereof. The arbitrator shall designate
the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable
and no later than sixty (60) days after the appointment of the arbitrator (unless such period is
extended by the arbitrator for good cause shown) and shall be conducted as expeditiously as
possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of
law, shall be filed with JAMS and mailed to the parties no later than thirty (30) days after the
close of the arbitration hearing. The arbitration award shall be final and binding on the parties
and not subject to collateral attack. Judgment upon the arbitration award may be entered in any
federal or state court having jurisdiction thereof.



15









 





               (c) Notwithstanding the parties’ agreement to submit all Disputes to final and binding
arbitration before JAMS, the parties shall have the right to seek and obtain temporary or
preliminary injunctive relief in any court having jurisdiction thereof. Such courts shall have
authority to, among other things, grant temporary or provisional injunctive relief in order to
protect any party’s rights under this Agreement. Without prejudice to such provisional remedies as
may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority
to grant provisional remedies and to direct the parties to request that any court modify or vacate
any temporary or preliminary relief issued by such court, and to award damages for the failure of
any party to respect the arbitral tribunal’s orders to that effect.



               (d) The prevailing party shall be entitled to recover its costs and reasonable attorneys’
fees, and the non-prevailing party shall pay all expenses and fees of JAMS, all costs of the
stenographic record, all expenses of witnesses or proofs that may have been produced at the
direction of the arbitrator, and the fees, costs and expenses of the arbitrator. The arbitrator
shall allocate such costs and designate the prevailing party or parties for these purposes.



          Section 5.09 SEVERABILITY. Each provision of this Agreement will be interpreted so as to be
effective and valid under applicable law, but if any provision is held invalid, illegal or
unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or
unenforceability will not affect any other provision, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been included herein.




          Section 5.10 RULES OF CONSTRUCTION.




               (a) The parties hereto agree that they have been represented by counsel during the
negotiation, preparation and execution of this Agreement and, therefore, waive the application of
any law, regulation, holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or document.



               (b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, paragraph, exhibit and schedule references are
to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise
specified. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” All terms defined in this
Agreement shall have the defined meanings contained herein when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The definitions
contained in this Agreement are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such terms, unless
otherwise defined herein. Any agreement, instrument or statute defined or referred to herein or in
any agreement or instrument that is referred to herein means such agreement, instrument or statute
as from time to time, amended, qualified or supplemented, including (in the case of agreements and
instruments) by waiver or consent and (in the case of statutes) by succession of comparable
successor statutes



16









 




and all attachments thereto and instruments incorporated therein. References to a Person are
also to its permitted successors and assigns.




          Section 5.11 EQUITABLE REMEDIES. The parties agree that irreparable damage would occur to the
Operating Partnership in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the Operating Partnership shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement by any of the Younan Entities and to enforce specifically the terms and provisions
hereof in any federal or state court located in California, this being in addition to any other
remedy to which the Operating Partnership is entitled under this Agreement or otherwise at law or
in equity.




          Section 5.12 WAIVER OF SECTION 1542 PROTECTIONS. As of the Closing Date, each of the parties
hereto expressly acknowledges that it has had, or has had and waived, the opportunity to be advised
by independent legal counsel and hereby waives and relinquishes all rights and benefits afforded by
Section 1542 of the California Civil Code and does so understanding and acknowledging the
significance and consequence of such specific waiver of Section 1542 which provides:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


The Indemnifying Party acknowledges and agrees that the foregoing waiver and release does not apply
to any Claims in favor of the Consolidated Entities.




          Section 5.13 TIME OF THE ESSENCE. Time is of the essence with respect to all obligations
under this Agreement.




          Section 5.14 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for
convenience only and are not intended to be part of or to affect the meaning or interpretation of
this Agreement.




          Section 5.15 NO PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any
personal liability or obligation on the part of any officer, director, partner, employee or
shareholder of the REIT or the Operating Partnership in their capacities as such.




[SIGNATURE PAGE FOLLOWS]






17









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their
respective duly authorized officers, all as of the date first written above.




	 	 	 	 	 	 	 	 	 
	 	 	CONSOLIDATED ENTITIES	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	YOUNAN PROPERTIES, INC.,	 	 
	 	 	a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Zaya S. Younan	 	 
	 

	 	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:	 	/s/ Zaya S. Younan	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Zaya S. Younan	 	 
	 
	 	 	 	Title:	 	 President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	/s/ Zaya S. Younan	 	 
	 	 	 	 	 
	 	 	Zaya S. Younan	 	 	 	 









18









 








SCHEDULE I




List of SAE Entity Members:



1. YGH Investments LLC


2. YPI 9801 Westheimer Fund LLC


3. Younan Tower Fund LLC


4. YPI One Dallas Centre MM LLC


5. YPI One Dallas Centre Fund LLC


6. YPI Thanksgiving Tower Fund LLC


7. YPI CD Portfolio Properties LLC


8. YPI One North Arlington Fund LLC


9. 5401-5407 Trillium LLC


10. YGAZ LLC


11. YPI S/WL LLC




List of Single Asset Entities:



1. 5959 Topanga Fund LLC


2. YPI 555 St Charles Fund LLC


3. YPI North Belt Portfolio LLC


4. YPI 1010 Lamar LLC


5. YPI Two Westlake Park LLC


6. YPI Norfolk Tower Partners LP


7. YPI 4851 LBJ Fund LP


8. YP KPMG Centre Owner LLC


9. YPI Park Central Holding LP


10. YPI Central Expressway Holding LP


11. YPI Embassy Plaza LLC


12. One Graystone GP LLC



















 











SCHEDULE II




See Attached.




20









 








EXHIBITS



Exhibit A:      Form of Escrow Agreement









30









 








EXHIBIT A




Form of Escrow Agreement



See Attached.