AGREEMENT OF ASSIGNMENT AND TRANSFER COLE CREDIT PROPERTY TRUST, INC.
▇▇▇▇
CREDIT PROPERTY TRUST, INC.
I hereby
tender to CMG Acquisition Co., LLC, CMG Partners, LLC, and/or its assigns
(“CMG”), the above referenced shares of common stock (“Shares”) in ▇▇▇▇ Credit
Property Trust, Inc. (the “Company”) for $3.50 per Share in cash, upon the other
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 17, 2009 (the “Offer to Purchase”) and in this Agreement of Assignment
and Transfer, (the “Agreement”), as each may be supplemented or amended from
time to time (which together constitute the “Offer”). I acknowledge that I have
received the offer to purchase. The offer shall remain open
until December 31, 2009, subject to termination by CMG pursuant to the terms of
the Offer. Payment for the Shares tendered hereby will be made by
check, mailed to me at the address on the reverse promptly after CMG’s receipt
written confirmation that the transfer of the Shares to CMG is
effective.
Subject
to, and effective upon acceptance of this Agreement, I hereby sell, assign,
transfer, convey and deliver (“Transfer”) to CMG all of my right, title and
interest in and to the Shares tendered, and any and all dividends or benefits
issued in respect thereof on or after December 31, 2009, including, without
limitation, all rights in, and claims to, any Company profits and losses, cash
and non-cash dividends, voting rights and any other benefits distributable or
allocable to the Shares under the Company’s governing documents. It is my
understanding, and I hereby acknowledge and agree, that CMG shall be entitled to
receive all dividends of cash or other property from the Company attributable to
the Shares that are made on or after December 31, 2009, without regard to
whether the cash or other property included in any such dividend was received by
the Company before or after the Transfer, or whether the applicable sale,
financing, refinancing or other disposition occurred before or after the
Transfer. I recognize that under certain circumstances set forth in
the Offer to Purchase, CMG may not be required to accept for payment any of the
Shares I tender. In such event, I understand that any Agreement not accepted for
payment will be destroyed by CMG. Except as stated in the Offer to
Purchase, this tender is irrevocable.
I hereby
irrevocably constitute and appoint CMG as my true and lawful agent and
attorney-in-fact with respect to the Shares, with full irrevocable power of
substitution to (a) vote or act in such manner as CMG shall deem proper with
respect to the Shares; (b) deliver the Shares and transfer ownership of the
Shares on the Company’s books maintained by the transfer agent; (c) endorse, on
my behalf, any and all payments received by CMG from the Company that are made
on or after December 31, 2009, which are made payable to me, in favor of CMG;
(d) execute a Loss and Indemnity Agreement relating to the Shares on my behalf
if I fail to include my original certificate(s), if any, (e) receive all
benefits and cash dividends and otherwise exercise all rights of beneficial
ownership of the Shares; (f) direct the transfer agent to immediately change the
address of record of the registered owner of the Shares to that of CMG, as my
attorney-in-fact; and (g) execute any form of assignment and transfer document
or other document requested by the Company or the Company’s transfer agent to
complete the transfer and/or the payee address amendment. I hereby
direct the Company and the transfer agent to remit to CMG any dividends made by
the Company with respect to the Shares on or after December 31, 2009. To the
extent that any other dividends are paid to me, I agree to promptly pay over
such distributions to CMG. I further agree to pay any costs and
attorney fees incurred by CMG in connection with the enforcement of any of my
obligations hereunder or my breach of any of the agreements made by me
herein. If legal
title to the Shares is held in an ▇▇▇ or ▇▇▇▇▇ or similar account, I understand
that this agreement must be signed by the custodian of such
account. Furthermore, I authorize and direct the custodian of such
account to confirm this agreement.
I
represent and warrant that I am a “United States Person,” as defined in section
7701(a)(30) of the Internal Revenue Code of 1986, as amended. I
hereby release and discharge the transfer agent or the Company, and its
officers, directors, shareholders, employees and agents from all actions, causes
of actions, claims or demands I have, or may have, against the Company or
transfer agent that result from the their reliance on this
agreement. I hereby indemnify and hold the Company harmless from and
against all claims, demands, damages, losses, obligations and responsibilities
arising out of a breach of any representation or warranty set forth
herein. Upon request, I will execute and deliver any additional
documents deemed by CMG to be necessary to complete this assignment, transfer
and purchase of the Shares. I hereby certify that (a) the number
shown on this form is my correct Social Security Number or Taxpayer
Identification Number and (b) I am not subject to backup
withholding. I hereby also certify that I am not a nonresident alien,
not a foreign corporation or partnership, foreign trust or estate. I
understand that this certification may be disclosed to the IRS by CMG, and that
any false statements contained herein could be punishable by fine, imprisonment,
or both.
Arbitration
Clause: Any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this
agreement to arbitrate, shall be determined by arbitration in Seattle, WA,
before one arbitrator. The arbitration shall be administered by JAMS
pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the
Award may be entered in any court having jurisdiction. This clause shall not
preclude parties from seeking provisional remedies in aid of arbitration from a
court of appropriate jurisdiction. The arbitrator shall, in the
Award, allocate to the prevailing party all of the costs of the arbitration,
including the fees of the arbitrator and the reasonable attorneys’ fees of the
prevailing party. This Agreement shall be governed by and construed in
accordance with federal securities laws and the laws of the State of Washington;
however, all matters relating to arbitration shall be governed by the Federal
Arbitration Act.
Please
obtain a Medallion
Signature Guarantee from your bank or broker.
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CORRECT
THE FOLLOWING INFORMATION IF
NECESSARY:
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Name:
Address:
Address
2:
City,
State,
ZIP:
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Shares
Owned:
Price: $3.50/Share
Offer
Expires: December
31, 2009
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·
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How
many Shares are you selling? Enter “All” or a
number:
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·
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Complete
the applicable fields below and sign your name indicating agreement to the
terms of the tender offer on the other
side.
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Shareholder
Information
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Medallion
Signature Guarantee
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Your
Name: _____________________________
Signature:
______________________________
Social
Security #: ________________________
Email
Address: __________________________
Phone
Number: __________________________
Date:
_______________
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Joint Owner(s) (if
applicable)
Name(s):
_______________________________
Signature(s):
____________________________
Date:
_______________
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Custodian (Required only
if Shares held in ▇▇▇/▇▇▇▇▇)
Name:
_________________________________
Signature:
______________________________
▇▇▇
Account #: ___________________________
Phone
Number: __________________________
Date:
_______________
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THE
OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M.,
PACIFIC TIME, ON DECEMBER 31, 2009 (THE “EXPIRATION DATE”) UNLESS
EXTENDED.
AGREED
TO AND
ACCEPTED: ▇▇▇▇ ▇▇▇
▇▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Co.,
LLC By:______________________________________ ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇
CMG
Partners, LLC