SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

Mission West Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

605203108

(CUSIP Number)

Ronald Cami

Vice President

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 2, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. 

Note.            Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 605203108 13D Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS TPG DASA Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS(see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                       o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,000,000 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,000,000 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)              o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11    8.8%  (See Items 5)*
14	TYPE OF REPORTING PERSON CO

* The calculation is based on a total of 22,674,020 shares of Common Stock of the Issuer outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2012.

CUSIP No. 605203108 13D Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS(see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)           o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,000,000 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,000,000 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11  8.8% (See Items 5)*
14	TYPE OF REPORTING PERSON   IN

* The calculation is based on a total of 22,674,020 shares of Common Stock of the Issuer outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the Commission on November 9, 2012.

CUSIP No. 605203108 13D Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS(see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)              o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 2,000,000 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 2,000,000 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)               o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11  8.8% (See Items 5)*
14	TYPE OF REPORTING PERSON    IN

* The calculation is based on a total of 22,674,020 shares of Common Stock of the Issuer outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the Commission on November 9, 2012.

Item 1.  Security and Issuer

This Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”). The principal executive offices of the Issuer are located at 10050 Bandley Drive, Cupertino, California.

Item 2.  Identity and Background

This Schedule 13D is being filed jointly on behalf of TPG DASA Advisors, Inc., a Delaware corporation (“DASA Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

DASA Advisors is a member of M West GP, LLC, a Delaware limited liability company (“M West”), and has the right to designate two of the four managers to the board of managers of M West.  M West is the general partner of M West Holdings, L.P., a Delaware limited partnership (“M West Holdings”).  As further described in Item 4 below, pursuant to the voting agreement (the “Voting Agreement”), dated November 2, 2012, by and between M West Holdings and Carl E. Berg (the “Stockholder”), the Stockholder agreed to, among other things, grant an irrevocable proxy to M West Holdings in respect of the 2,000,000 shares of Common Stock owned by the Stockholder as of the date of the Voting Agreement together with any other equity interests in the Issuer acquired by the Stockholder after the date of the Voting Agreement, and prior to the termination of the Voting Agreement (the “Shares”).  Because of DASA Advisors’ relationship to M West Holdings, DASA Advisors may be deemed to beneficially own the Shares.

 Messrs. Bonderman and Coulter are the directors, officers and sole stockholders of DASA Advisors.  Because of the relationship of Messrs. Bonderman and Coulter to DASA Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the Shares.  Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

The principal business of DASA Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.

The present principal occupation of David Bonderman is Chairman of the Board and President of TPG Group Holdings (SBS) Advisors, Inc. (an affiliate of DASA Advisors) and officer, director or manager of other affiliated entities.

The present principal occupation of James G. Coulter is director and Senior Vice President of TPG Group Holdings (SBS) Advisors, Inc. and officer, director or manager of other affiliated entities.

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of DASA Advisors are listed on Schedule I hereto.

Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a United States citizen.

During the past five years, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

References to and descriptions of the Voting Agreement set forth above in this Item 2 do not purport to be complete and are qualified in their entirety by reference to the full text of the Voting Agreement, which has been filed as Exhibit 99.2 and is incorporated herein by this reference.

Item 3.Source and Amount of Funds or Other Consideration

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4.  Purpose of Transaction

Divco MW Co-GP, LLC (“Divco”) is the other member of M West and has the right to designate two of the four managers to the board of managers of M West.  As a result, the Reporting Persons and Divco may be deemed to be a “group” pursuant to Rule 13d-5(b)(1) of the Act.  The Reporting Persons disclaim membership in a group with Divco, and disclaim beneficial ownership of any shares of Common Stock held by Divco.

On November 2, 2012, the Issuer and M West Holdings entered into an Agreement of Purchase and Sale and Escrow Instructions (the “Transaction Agreement”) pursuant to which the Issuer has agreed to sell certain of its assets to M West Holdings (the “Transaction”).  Concurrently with the execution and delivery of the Transaction Agreement, as an inducement to M West Holdings to enter into the Transaction Agreement, M West Holdings required that the Stockholder enter into the Voting Agreement.

Pursuant to the terms of the Voting Agreement, the Stockholder agreed to vote (or cause to be voted) the Shares in favor of the approval of the Transaction and the Transaction Agreement and each of the transactions contemplated by the Transaction Agreement.  The Stockholder also agreed to vote the Shares against (i) any purchase and sale transaction or purchase and sale agreement (other than the Transaction and the Transaction Agreement), merger or merger agreement, consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Issuer, (ii) any tender offer or exchange offer, as such terms are used in the Act, that, if consummated, would result in any person or “group” beneficially owning 20% or more of the outstanding Common Stock (a “Tender Offer”), (iii) any inquiry, proposal or offer to acquire (A) 20% or more of the properties included in the Transaction, (B) 20% or more of the aggregate assets of the Issuer and its subsidiaries, or (C) 20% of the outstanding equity securities or business of the Issuer and its subsidiaries (together with a Tender Offer, an “Acquisition Proposal”), (iv) any amendment of the Issuer’s charter documents, bylaws or other proposal or transaction involving the Issuer or any of its subsidiaries, which would in any manner delay, impede, frustrate, prevent or nullify the Transaction, the Transaction Agreement or any of the other transactions contemplated by the Transaction Agreement or change in any manner the voting rights of Common Stock, and (v) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Issuer in the Transaction Agreement.

The Stockholder agreed not to (i) transfer or enter into any agreement, option or other arrangement with respect to the transfer of, the Shares to any person, other than pursuant to the Transaction Agreement or (ii) grant any proxies, deposit any of the Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Shares, other than pursuant to the Voting Agreement.

The Stockholder irrevocably appointed M West Holdings or its designee as the Stockholder’s agent, attorney and proxy, to vote (or cause to be voted) the Shares in the same manner as described above. In the event that the Stockholder fails for any reason to vote the Shares in accordance with the requirements of the Voting Agreement, then M West Holdings will have the right to vote the Shares. The vote of M West Holdings shall control in any conflict between the vote by M West Holdings of the Shares and a vote by the Stockholder of the Shares.

The Stockholder agreed not to (i) solicit, or initiate or knowingly encourage, facilitate or induce, any inquiries, proposals or offers with respect to, or that reasonably may be expected to lead to the submission of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or that reasonably may be expected to lead to, or furnish to any person any non-public information with respect to, or provide access to properties or otherwise cooperate with respect to, any Acquisition Proposal, (iii) approve or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal.

The Voting Agreement shall terminate and the proxy given to M West Holdings shall be automatically revoked (i) upon the earlier of (A) the closing date of the Transaction and (B) the termination of the Transaction Agreement in accordance with the terms thereof, or (ii) at any time upon notice by M West Holdings.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule A hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

References to and descriptions of the Voting Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Voting Agreement, which has been filed as Exhibit 99.2 and is incorporated herein by this reference.

Item 5.  Interest in Securities of the Issuer

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a)–(b)                      The following disclosure assumes that there are 22,674,020 shares of Common Stock outstanding as of October 31, 2012, which figure is based on information set forth in the Issuer’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2012, which was filed with the Commission on November 9, 2012.

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 2,000,000 shares of Common Stock of the Issuer subject to the Voting Agreement, which constitutes approximately 8.8% of the outstanding Common Stock of the Issuer.  Notwithstanding the foregoing and except as provided in the Voting Agreement, the Reporting Persons (i) are not entitled to any rights with respect to the Shares, (ii) do not have the power to vote, dispose of, or direct the voting or disposal of, any of the Shares, and (iii) do not have the power to direct the acquisition of any shares of Common Stock, including through the conversion of any equity interests in any other entity that may be convertible into any shares of Common Stock.  The Reporting Persons hereby disclaim beneficial ownership of any shares of Common Stock of the Issuer (including the Shares), and nothing contained in this Schedule 13D shall be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D.

(c)           Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Issuer’s Common Stock during the past 60 days.

(d)           To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 3 and Item 4 are hereby incorporated herein by reference.

Except for the Voting Agreement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to Be Filed as Exhibits

99.1.   Agreement of Joint Filing by TPG DASA Advisors, Inc., David Bonderman and James G. Coulter, dated as of November 13, 2012.

99.2.   Voting Agreement, dated as of November 2, 2012, by and between M West Holdings, L.P. and Carl E. Berg.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  November 13, 2012

TPG DASA Advisors, Inc.

By:   /s/ Ronald Cami                       

Name:  Ronald Cami

Title: Vice President

David Bonderman

By:   /s/ Ronald Cami                       

Name: Ronald Cami on behalf of David Bonderman (1)

James G. Coulter

By:   /s/ Ronald Cami                       

Name: Ronald Cami on behalf of James G. Coulter (2)

(1) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Bonderman on July 26, 2010 (SEC File No. 005-43571).

(2) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571).

Schedule I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 300, Fort Worth, TX 76102.

Name	Title
David Bonderman	President and Chairman of the Board
James G. Coulter	Senior Vice President and Director
John E. Viola	Vice President and Treasurer
Ronald Cami	Vice President and Secretary
David C. Reintjes	Chief Compliance Officer and Assistant Secretary
G. Douglas Puckett	Assistant Treasurer
Steven A. Willmann	Assistant Treasurer

INDEX TO EXHIBITS

99.1.   Agreement of Joint Filing by TPG DASA Advisors, Inc., David Bonderman and James G. Coulter, dated as of November 13, 2012.

99.2.   Voting Agreement, dated as of November 2, 2012, by and between M West Holdings, L.P. and Carl E. Berg.

EX-99.1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 13th day of November 2012, by and among TPG DASA Advisors, Inc., David Bonderman and James G. Coulter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated:  November 13, 2012

TPG DASA Advisors, Inc.

By:  /s/ Ronald Cami           

Name:  Ronald Cami

Title:    Vice President

By: /s/ Ronald Cami           

Name:  Ronald Cami, on behalf of David Bonderman (1)

By: /s/ Ronald Cami           

Name:  Ronald Cami, on behalf of James G. Coulter (2)

_______________

(1) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (“Commission”) as an exhibit to a Form 13D filed by Mr. Bonderman on July 26, 2010.

(2) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010.

EX-99.2

VOTING AGREEMENT

                THIS VOTING AGREEMENT (this “Agreement”), dated as of November 2, 2012, is made and entered into by and among M West Holdings, L.P., a Delaware limited partnership (“Buyer”), and the Persons listed on Schedule A hereto (the “Company Stockholders”).

                WHEREAS, Mission West Properties, Inc., a Maryland corporation (the “Company”), and Buyer wish to effect a purchase and sale transaction (the “Transaction”) on the terms and subject to the conditions set forth in that certain Agreement of Purchase and Sale and Escrow Instructions, dated as of November 2, 2012, by and between the Company and Buyer (the “Transaction Agreement”);

WHEREAS, each Company Stockholder owns the number of shares of common stock, par value $0.001 per share, of the Company listed opposite such Company Stockholder’s name on Schedule A hereto (including any equity interests into which such common shares may be converted or exchanged after the date hereof, the “Company Shares”) (such Company Shares, together with any other equity interests in the Company acquired by any such Company Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as such Company Stockholder’s “Subject Shares”);

                WHEREAS, as an inducement to Buyer to enter into the Transaction Agreement and incur the obligations set forth therein, Buyer requires that the Company Stockholders enter into this Agreement, and the Company Stockholders desire to enter into this Agreement.

                NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

     Section 1.                                Definitions. Capitalized terms used herein and not defined shall have the meanings specified in the Transaction Agreement.

     Section 2.                                Representations, Warranties and Covenants of the Company Stockholders. Each Company Stockholder represents and warrants to Buyer, solely with respect to itself or its Subject Shares, as applicable, as follows:

            (a)           Authority.                      Each Company Stockholder has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Company Stockholder, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of each Company Stockholder.  This Agreement has been duly authorized, executed and delivered by each Company Stockholder and constitutes a valid and binding obligation of each Company Stockholder enforceable in accordance with its terms.

                (b)           No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of the organizational documents of any Company Stockholder, as applicable, or any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to any Company Stockholder or to such Company Stockholder’s property or assets.

                (c)           The Subject Shares. Each Company Stockholder is the beneficial owner of and has good and marketable title to, its Subject Shares, free and clear of any mortgage, lien, pledge, charge, encumbrance, security interest or other adverse claim. No Company Stockholder owns, of record or beneficially, any shares of beneficial interest of the Company other than its Subject Shares. Each Company Stockholder has the sole right to vote, or to dispose of, its Subject Shares, and none of such Subject Shares is subject to any agreement, arrangement or restriction (other than with respect to restricted shares) with respect to the voting of such Subject Shares, except as contemplated by this Agreement. There are no agreements or arrangements of any kind, contingent or otherwise, obligating any Company Stockholder to sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose or encumber (each, a “Transfer”), or cause to be Transferred, any of its Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.

                (d)           Litigation. There is no action, proceeding or investigation pending or threatened against any Company Stockholder that questions the validity of this Agreement or any action taken or to be taken by such Company Stockholder in connection with this Agreement.

(e)           Covenants. From the date hereof until the termination of this Agreement in accordance with Section 5 hereof:

(i)           Each Company Stockholder agrees not to take any action that would make any representation or warranty of such Company Stockholder contained herein untrue or incorrect or have the effect of preventing, impeding, or in any material respect, interfering with or adversely affecting the performance such Company Stockholder of its obligations under this Agreement.

(ii)           Each Company Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Buyer of the number of any new Company Shares acquired by such Company Stockholder, if any, after the date hereof.  Any such shares shall be subject to the terms of this Agreement as though owned by such Company Stockholder on the date hereof;

(iii)           Each Company Stockholder hereby authorizes Buyer and the Company to publish and disclose in any announcement, disclosure or filing required by the SEC and/or the rules or regulations under the Exchange Act, including in any proxy statement filed by the Company in connection with the Seller Stockholder Meeting and any schedule filed by Buyer with the SEC in connection with the Transaction, such Company Stockholder’s identity and ownership of the Subject Shares, as applicable, and the nature of such Company Stockholder’s obligation under this Agreement (including a copy of this Agreement), provided that such Company Stockholder is provided with a reasonable opportunity to review and comment on such disclosure.

                Section 3.                      Representations and Warranties of Buyer Parties. Buyer hereby represents and warrants to the Company Stockholders as follows:

                (a)           Authority. Buyer has all requisite power and authority to enter into this Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms.

                (b)           No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of, the organizational documents of Buyer or any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Buyer or to Buyer’s property or assets..

                (c)           Litigation. As of the date hereof, there is no action, proceeding, or investigation pending or threatened against Buyer that questions the validity of this Agreement or any action taken or to be taken by Buyer in connection with this Agreement.

                Section 4.                      Agreement of Company Stockholders to Vote in Favor and Against, Restrictions on Transfers, Irrevocable Proxy. Until the termination of this Agreement in accordance with Section 5, each Company Stockholder agrees as follows:

               (a)           Agreement to Vote in Favor. At any meeting of stockholders of the Company called to vote upon the Transaction and the Transaction Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Transaction and the Transaction Agreement is sought, each Company Stockholder shall vote (or cause to be voted) its Subject Shares in favor of the approval of the Transaction and the Transaction Agreement and each of the transactions contemplated by the Transaction Agreement.

                (b)           Agreement to Vote Against.  At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Stockholder shall vote (or cause to be voted) its Subject Shares against (i) any purchase and sale transaction or purchase and sale agreement (other than the Transaction and the Transaction Agreement), merger or merger agreement, consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition Proposal, (ii) any amendment of the Company’s Articles of Amendment and Restatement or Restated Bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Transaction, the Transaction Agreement or any of the other transactions contemplated by the Transaction Agreement or change in any manner the voting rights of Company Shares, and (iii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Transaction Agreement.

                (c)           Restrictions on Transfer.  Each Company Stockholder agrees not to, after the date of this Agreement, directly or indirectly, (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person, other than pursuant to the Transaction Agreement or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement.

                (d)           Irrevocable Proxy.  Each Company Stockholder hereby revokes any and all previous proxies granted with respect to the Subject Shares.  Subject to the last two sentences of this subsection (d), each Company Stockholder hereby irrevocably appoints Buyer or its designee as such Company Stockholder’s agent, attorney and proxy, to vote (or cause to be voted) the Subject Shares in a manner consistent with Sections 4(a) and 4(b) hereof.  This proxy is irrevocable and coupled with an interest and is granted in consideration of the Company and Buyer entering into the Transaction Agreement.  In the event that any Company Stockholder fails for any reason to vote its Subject Shares in accordance with the requirements of Sections 4(a) and 4(b) hereof, then the proxyholder shall have the right to vote such Company Stockholder’s Subject Shares in accordance with the provisions of the second sentence of this subsection (d).  The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Company Stockholder’s Subject Shares and a vote by such Company Stockholder of its Subject Shares.  Notwithstanding the foregoing, the proxy granted by each Company Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

Section 5.                      Termination.. This Agreement shall terminate (i) upon the earlier of (A) the Closing Date and (B) the termination of the Transaction Agreement in accordance with the terms thereof, or (ii) at any time upon notice by Buyer.  No party hereto shall be relieved from any liability for breach of this Agreement by reason of any such termination.

                Section 6.                      No Solicitation of Transactions.

(a)           General.  Each Company Stockholder agrees, in its capacity as a stockholder of the Company, not to, and to use its reasonable best efforts to cause its officers, directors, employees or agents or any investment banker, financial advisor, attorney, accountant or other advisor or representative of such Company Stockholder or any of its Subsidiaries (collectively, the “Representatives”) not to, directly or indirectly, (i) solicit, or initiate or knowingly encourage, facilitate or induce, any inquiries, proposals or offers with respect to, or that reasonably may be expected to lead to the submission of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or that reasonably may be expected to lead to, or furnish to any person any non-public information with respect to, or provide access to properties or otherwise cooperate with respect to, any Acquisition Proposal, (iii) approve or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal.  Without limiting the foregoing, each Company Stockholder will be responsible for any failure on the part of its Representatives to comply with this Section 6.

(b)           Ongoing Discussions.  On the date hereof, each Company Stockholder shall immediately cease and cause to be terminated any existing solicitation, discussion or negotiation by such Company Stockholder or its Representatives with respect to any Acquisition Proposal.

Section 7.                      Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, except as to matters relating to the internal actions and affairs of Seller to which the MGCL or other laws of the State of Maryland would apply, which shall be governed by and interpreted in accordance with the laws of the State of Maryland.  Any legal proceeding between Buyer and Seller shall be brought in any federal court located in the State of Maryland or any Maryland state court.

                Section 8.                      Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                Section 9.                       Specific Performance. Each Company Stockholder acknowledges and agrees that (i) the covenants, obligations and agreements of such Company Stockholder contained in this Agreement relate to special, unique and extraordinary matters, and (ii) a violation of any of the terms of such covenants, obligations or agreements will cause Buyer irreparable injury for which adequate remedies are not available at law. Therefore, each Company Stockholder agrees that Buyer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain any Company Stockholder from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies Buyer may have.

                Section 10.                      Amendment, Waivers, Etc. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by Buyer and each Company Stockholder. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought.

                Section 11.                      Assignment; No Third Party Beneficiaries. This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided that Buyer may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to any affiliate of Buyer. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the parties hereto.  Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 12.                      Notices. All notices, requests, claims, demands and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by prepaid overnight courier (providing proof of delivery), by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at, in the case of the Company Stockholders, the addresses listed on Schedule A, as applicable, hereto, and, in the case of Buyer, the following addresses or facsimile numbers,

if to Buyer, to:

c/o TPG Capital, L.P.

888 7th Avenue, Suite 3800

New York, New York  10019

Attn:  Avi Banyasz

Telephone No.:  (212) 601-4706

Telecopy No.:  [    ]

Email:  abanyasz@tpg.com

and:

DivcoWest

575 Market Street, 35th Floor

San Francisco, California  94105

Attn:           Sam Hamilton

Telephone No.:  (415) 284-5712

Telecopy No.:  (415) 284-5812

Email:  shamilton@divcowest.com

With copies to:

Gibson, Dunn & Crutcher LLP

2029 Century Park East

Los Angeles, California  90067

Attn:  Jesse Sharf

Telephone No.:  (310) 552-8512

Telecopy No.:  (213) 229-6638

Email:  jsharf@gibsondunn.com

And:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York  10036

Attn:       Harvey Uris

Kenneth Wolff

Vered Rabia

Telephone No.:  (212) 735-3000

Telecopy No.:  (212) 735-2000

Email:      Harvey.Uris@skadden.com;

Kenneth.Wolff@skadden.com;

Vered.Rabia@skadden.com

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

                Section 13.                      Remedies. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

                Section 14.                      Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

                Section 15.                      Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 16.                      Company Stockholder Capacity.  Each Company Stockholder has executed this Agreement solely in its capacity as a stockholder of the Company.  Without limiting the foregoing, nothing in this Agreement shall (a) limit or affect any actions or omissions by any Company Stockholder (or representative thereof) in his or her capacity as an officer, director, member, employee or manager of the Company, and no such actions or omissions shall be deemed a breach of this Agreement, or (b) prohibit or restrict such Company Stockholder from taking any action in facilitation of the exercise of his duties to the Company where he is acting solely in his capacity as a director or officer of the Company.

Section 17.                      Section Headings. The article and section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

                Section 18.                      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.    

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BUYER:

M WEST HOLDINGS, L.P.

By:  M West GP, LLC, its general partner

By:   /s/ Samuel Hamilton               
Name: Samuel Hamilton                                                                       

Title:  Authorized Representative                                                                 

COMPANY STOCKHOLDER:

Carl E. Berg

By:/s/ Carl E. Berg                                                                                      

Name:  Carl E. Berg                        

Schedule A

Name	Number of Shares
Carl E. Berg	2,000,000