SUBSCRIPTION AND REGISTRATION FORM
FOR MISSION WEST PROPERTIES
COMMON STOCK
I. PURCHASE OF COMMON STOCK
A. By executing this Subscription and Registration Form for Mission West
Properties Common Stock, and the counterpart signature pages to the Stock
Purchase Agreement dated May 27, 1997 and the Amendment to the Stock
Purchase Agreement dated July 2, 1997 ("the Stock Purchase Agreement"), the
undersigned hereby irrevocably agrees for the benefit of Mission West
Properties, a California corporation (the "Company") and Xxxx & Xxxx
Enterprises, Inc., a California corporation ("BBE") (i) to purchase
______________ shares of the Common Stock of the Company, at a purchase
price of $0.15 per share for a total purchase price of $_____________ (the
"Purchase Price"); (ii) to tender the Purchase Price at the Closing (as
that term is defined in the Stock Purchase Agreement); and (ii) to be
represented by BBE as the Buyer's Representative (as that term is defined
in the Stock Purchase Agreement).
B. Unless the Company is instructed otherwise in writing by the
undersigned, the Purchase Price will be returned promptly in the event that
for any reason the purchase and sale of the Common Stock subscribed hereby
is not consummated or in the event that the undersigned's subscription is
rejected.
II. REGISTER COMMON STOCK AS FOLLOWS:
A. Corporation, Trust, Other Organization or any other Fiduciary Capacity
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(Name of Corporation, Other Organization or Trustees)
If Trust, date of
Trust Instrument: Tax ID Number:
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B. Individual, Joint Tenants, Tenants in Common, Community Property:
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(First Name) (Last Name) (M.I.) (Social Security No.)
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(First Name) (Last Name) (M.I.) Type of Ownership
(Joint tenancy with rights of survivorship will be presumed unless
otherwise indicated.)
C. Custodian for a Minor:
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(Custodian's First Name) (Last Name)
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(Xxxxx's First Name) (Last Name) (Minor's Social Security No.)
Under the Uniform Gifts to Minor Act.
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(State of Residence of Minor)
III. XXXXXXXXXX'S ADDRESS:
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(Street Address)
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(City, State, Country)
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(Telephone Number) (Facsimile Number)
IV. ACCEPTANCE
The undersigned purchaser(s) hereby subscribe(s) to purchase shares of
Common Stock of the Company and deliver(s) the following documents to BBE.:
(a) a completed and signed Subscription and Registration for Mission West
Properties Common Stock, (b) two counterpart signature pages to the Stock
Purchase Agreement; (c) two counterpart signature pages to the Amendment to
the Stock Purchase Agreement, (d) two counterpart signature pages to the
Voting Rights Agreement; (e) a completed Prospective Investor
Questionnaire; (f) a completed Schedule 13-D Questionnaire and (g) a signed
Substitute IRS Form W-9.
DATE: BY:
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(Signature)
DATE: BY:
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(Signature)
