AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT to the Stock Purchase Agreement, dated as of May 27, 1997 is
entered into as of July 2, 1997, by and between a group of private investors
identified on Appendix I to the Agreement (individually a "Purchaser" and
collectively "Buyer"), which is led by Xxxx & Xxxx Enterprises, Inc., a
California corporation ("Buyer's Representative"), on one hand, and Mission West
Properties, a California corporation (the "Company"), and the shareholders of
the Company identified on Appendix II to the Agreement (the "Holders"), on the
other hand.
Buyer, the Company, and the Holders hereby agree to amend section 6.5 of
the Agreement to read in its entirety as follows (with the new provisions
underlined in this Amendment only):
6.5 DISTRIBUTION TO COMPANY SHAREHOLDERS. Within two (2) business
days after the Effective Date, the Board of Directors of the Company
will declare a distribution (THE "DISTRIBUTION") to shareholders which
shall not exceed $5,059,299 in the aggregate; including the
distribution of a note payable by the Company in the principal amount
of $300,000 (or such lesser amount as is received from Xxxxxxx
Properties by the Company with respect to a note for the same amount
subsequent to the date of this Agreement the "Xxxxxxx Properties Note
Receivable") to Alarmguard Holdings, Inc. in lieu of cash of like
amount. The Distribution will be payable to shareholders of record of
the Company as of a date as soon as practicable following the
Effective Date (and prior to the Closing Date) such that Buyer will
not be entitled to RECEIVE any portion thereof ("DISTRIBUTEES OF
RECORD"). Prior to the Effective Date, Alarmguard Holdings, Inc.
shall agree in writing to receive IN LIEU OF THE DISTRIBUTION IN CASH
WITH RESPECT TO ITS SHARES OF COMMON STOCK THAT IT WOULD BE ENTITLED
TO RECEIVE OTHERWISE, A CASH DISTRIBUTION REDUCED BY THE AMOUNT, IF
ANY, BY WHICH $300,000 EXCEEDS the net proceeds realized by the
Company from the Xxxxxxx Properties Note Receivable. PAYMENT OF THE
DISTRIBUTION TO THE DISTRIBUTEES OF RECORD WILL BE MADE BY THE COMPANY
BY OCTOBER 30, 1997 BUT NOT BEFORE OCTOBER 20, 1997. WITHIN FIVE (5)
BUSINESS DAYS AFTER THE EFFECTIVE DATE THE COMPANY WILL OPEN AN
INTEREST-BEARING, DEMAND OR OTHER SHORT-TERM DEPOSIT SAVINGS ACCOUNT
(THE "DISTRIBUTION
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ACCOUNT") AT A FINANCIAL INSTITUTION WITH ASSETS EXCEEDING
$10,000,000,000, AND THE COMPANY WILL DEPOSIT $5,059,299 (LESS AN AMOUNT
EQUAL TO THE UNPAID PORTION OF THE XXXXXXX PROPERTIES NOTE RECEIVABLE)
INTO THE DISTRIBUTION ACCOUNT. ALL WITHDRAWALS FROM THE DISTRIBUTION
ACCOUNT AND INSTRUMENTS DRAWN THEREON WILL REQUIRE DUAL SIGNATURES. THE
ONLY INDIVIDUAL SIGNATORIES ON THE DISTRIBUTION ACCOUNT WILL BE XXXX X.
XXXX AND XXXXXXX X. XXXXXX, OR SUCH OTHER INDIVIDUALS AS BUYER'S
REPRESENTATIVE AND THE COMPANY MAY APPROVE JOINTLY HEREAFTER.
This Amendment shall be governed by the provisions of section 10 of the
Agreement.
IN WITNESS WHEREOF, the Company, each of the Holders and each Purchaser has
executed this Amendment as of the day and year first above written.
BUYER:
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(Print or type name of Purchaser)
By:
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(signature)
Name:
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(Print or type if signing on Purchaser's behalf)
Title:
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(if applicable)
THE COMPANY: MISSION WEST PROPERTIES
By:
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(signature)
Name:
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(print or type name)
Title:
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(if applicable)
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ADDITIONAL SIGNATURE PAGE FOR AMENDMENT TO STOCK PURCHASE AGREEMENT
THE HOLDERS:
ALARMGUARD HOLDINGS, INC.
By:
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(signature)
Name:
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(print or type name)
Title:
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(if applicable)
XXXXX XXXX, XX.
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(signature)
XXXXXXX X. XXXXXX
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(signature)
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