Shopoff Properties Trust, Inc. Sample Contracts

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Shopoff Properties Trust, Inc. • January 25th, 2007 • Real estate investment trusts • Delaware
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Shopoff Properties Trust, Inc. • June 6th, 2007 • Real estate investment trusts • Delaware
Restated Second Amendment To Purchase and Sale Agreement And Joint Escrow Instructions (TSG — LITTLE VALLEY)
Purchase and Sale Agreement and Joint Escrow Instructions • November 16th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts

THIS RESTATED SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Restated Amendment”), dated as of October 15, 2009, is by and between TSG LITTLE VALLEY, LP, a California limited partnership (“Seller”), and SPT-LAKE ELSINORE HOLDING CO., LLC (“Buyer”) (as successor-in-interest by assignment to Shopoff Advisors, L.P., a Delaware limited partnership), and amends that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 30, 2008, as previously amended (as amended, the “Agreement”). Capitalized terms used herein shall have the meanings given them in the Agreement. This Restated Amendment corrects and supersedes that certain Second Amendment to Purchase and Sale Agreement between Seller and Buyer of even date herewith.

FORM OF
Broker Dealer Agreement • August 16th, 2007 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California
When recorded mail to: Gromet & Associates
Shopoff Properties Trust, Inc. • February 24th, 2012 • Real estate investment trusts
First Amendment To Purchase and Sale Agreement And Joint Escrow Instructions (TSG — LITTLE VALLEY)
Purchase and Sale Agreement and Joint Escrow Instructions • November 16th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), dated as of September 3, 2009, is by and between TSG LITTLE VALLEY, LP, a California limited partnership (“Seller”), and SPT LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Buyer”), and amends that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 30, 2008 as previously amended by those certain Amended/Supplemental Escrow Instructions dated October 16, 2008 and October 27, 2008, October 27, 2008, November 11, 2008, November 25, 2008, December 30, 2008, January 13, 2009, January 27, 2009, February 24, 2009 and that certain undated Corrective Amendment (as amended, the “Agreement”). Capitalized terms used herein shall have the meanings given them in the Agreement unless otherwise defined herein. To the extent of any inconsistency between the terms set forth in the Agreement and this Amendment, the terms set forth in this Amendm

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • November 16th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is executed as of September 3, 2009 by and between SHOPOFF ADVISORS, L.P., a Delaware limited partnership, having an address at 8951 Research Dr., Irvine, CA 92618 (“Assignor”), and SPT — LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Assignee”), with reference to the following:

Purchase and Sale Agreement And Joint Escrow Instructions (TSG — LITTLE VALLEY)
Purchase and Sale Agreement and Joint Escrow Instructions • November 14th, 2008 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), dated as of September 30, 2008 (the “Effective Date”), is by and between TSG LITTLE VALLEY, LP, a California limited partnership (“Seller”), and SHOPOFF ADVISORS, L.P., a Delaware limited partnership, or its assigns (“Buyer”), and constitutes an agreement for the purchase and sale of real property and personal property. This Agreement contains joint escrow instructions directed to First American Title Insurance Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
Shopoff Properties Trust, Inc. • September 7th, 2010 • Real estate investment trusts

This Rider to Deed of Trust with Assignment of Rents is hereby attached to and made a part of that certain Deed of Trust with Assignment of Rents (Long Form) (the “Trust Deed”) dated for reference purposes August 30, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Trustor”), CARDINAL INVESTMENT PROPERTIES-UNDERWOOD, L.P., a California limited partnership (“Beneficiary”), and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), with reference to the following matters:

Purchase and Sale Agreement And Joint Escrow Instructions
Purchase and Sale Agreement • April 15th, 2011 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of March __, 2011 (the “Effective Date”), is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and CV COMMUNITIES, LLC, a Delaware limited liability company (“Buyer”), and constitutes an agreement for the purchase and sale of real property and joint escrow instructions directed to First American Title Insurance Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

ALL-INCLUSIVE PURCHASE MONEY NOTE SECURED BY DEED OF TRUST
Shopoff Properties Trust, Inc. • November 12th, 2009 • Real estate investment trusts

The undersigned, SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Maker"), promises to pay to TSG LITTLE VALLEY, L.P., a California limited partnership (“Payee"), the sum of Two Million Nine Hundred Thousand Dollars ($2,900,000.00), with interest thereon at the rate herein below set forth, commencing on the date hereof.

AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • January 21st, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts

This AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this “Amendment”) is made this 21st day of January, 2009, by and among Shopoff Properties Trust, Inc., a Maryland corporation (the “Company”), Shopoff Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and Shopoff Advisors, L.P., a Delaware limited partnership (the “Advisor”).

LOAN AGREEMENT
Loan Agreement • February 24th, 2012 • Shopoff Properties Trust, Inc. • Real estate investment trusts

This Loan Agreement (this “Agreement”) is dated for reference purposes as of February 15, 2012, and is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, (“Borrower”), and CARDINAL INVESTMENT PROPERTIES-RAMSGATE, L.P., a California limited partnership (“Lender”), with reference to the following facts:

PURCHASE AND SALE AGREEMENT
Assignment and Assumption Agreement • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of December 8, 2009 (the “Effective Date”), is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), and constitutes an agreement for the purchase and sale of real property and joint escrow instructions directed to First American Title Insurance Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

First Amendment To Purchase and Sale Agreement And Joint Escrow Instructions (FATCO Escrow No. NCS-400123-PHX)
Purchase and Sale Agreement and Joint Escrow Instructions • August 5th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • Arizona

This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (this “Amendment”), is dated as of July 28, 2009 is by and between AZPRO DEVELOPMENTS, INC., an Arizona corporation (“Seller”), and SPT AZ LAND HOLDINGS, LLC, a Delaware limited liability company, as successor-in-interest to Shopoff Advisors, L.P., a Delaware limited partnership (“Buyer”), and constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated June 29, 2009 entered into by and between the parties (the “Agreement”). Capitalized terms used herein shall have the meanings given them in the Agreement, unless otherwise defined herein.

First Amendment to Purchase and Sale Agreement And Joint Escrow Instructions
Shopoff Properties Trust, Inc. • April 15th, 2011 • Real estate investment trusts

This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (this “Amendment”), dated as of April 6, 2011, amends that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of March 10, 2011, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company, as “Seller” therein, and CV COMMUNITIES, LLC, a Delaware limited liability company, as “Buyer” therein (the “Original Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Original Agreement. To the extent of any inconsistency between the terms of the Original Agreement and the terms set forth in this Amendment, the terms set forth in this Amendment shall control.

Purchase and Sale Agreement And Joint Escrow Instructions
Assignment and Assumption Agreement • April 23rd, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of April 14, 2009 (the “Effective Date”), is by and between MS RIALTO WASSON CANYON CA, LLC, a Delaware limited liability company (“Seller”), and SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Buyer”), and constitutes an agreement for the purchase and sale of real property and joint escrow instructions directed to North American Title Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

SECURITY AGREEMENT
Security Agreement • September 7th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SECURITY AGREEMENT (this “Agreement”) is dated for reference purposes August 30, 2010, and is made by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (the “Debtor”), and the CARDINAL INVESTMENT PROPERTIES-UNDERWOOD, L.P., a California limited partnership (the “Secured Party”), with reference to the following facts:

Contract
Loan Agreement • September 7th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts
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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • January 7th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of December, 2008 (the “Effective Date”) by and among PULTE HOME CORPORATION, a Michigan corporation (“Assignor”) and SPT — SWRC, LLC, a Delaware limited liability company (“Assignee”).

SETTLEMENT AGREEMENT
Settlement Agreement • September 11th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and dated as of September 3, 2009, by and between Springbrook Investments, L.P., a California limited partnership (“Borrower”), and SPT Real Estate Finance, LLC, a Delaware limited liability company (“Lender”).

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN SPT-SWRC, LLC, a Delaware limited liability company as “Seller” and KHALDA DEVELOPMENT, INC., a California corporation as “Buyer”
Purchase and Sale Agreement and Escrow Instructions • March 26th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

FOR VALUE RECEIVED, SPT-SWRC, a Delaware limited liability company hereby grants to, all of its right, title and interest in and to that certain real property situated in the County of Riverside, State of California, described on Exhibit A attached hereto and by this reference incorporated herein.

PARTICIPATION AGREEMENT
Participation Agreement • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS PARTICIPATION AGREEMENT (this “Participation Agreement”) is made as of February 3, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), collectively the “Parties”.

Purchase and Sale Agreement And Joint Escrow Instructions
Shopoff Properties Trust, Inc. • August 5th, 2009 • Real estate investment trusts • Arizona

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of June 29, 2009 (the “Effective Date”), is by and between AZPRO DEVELOPMENTS, INC., an Arizona corporation (“Seller”), and SHOPOFF ADVISORS, L.P., a Delaware limited partnership (“Buyer”), and constitutes an agreement for the purchase and sale of real property and joint escrow instructions directed to First American Title Insurance Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
Shopoff Properties Trust, Inc. • February 24th, 2012 • Real estate investment trusts

This Rider to Deed of Trust with Assignment of Rents is hereby attached to and made a part of that certain Deed of Trust with Assignment of Rents (Long Form) (the “Trust Deed”) dated for reference purposes as of February 15, 2012, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Trustor”), CARDINAL INVESTMENT PROPERTIES-RAMSGATE, L.P., a California limited partnership (“Beneficiary”), and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), with reference to the following matters:

SETTLEMENT AGREEMENT
Settlement Agreement • September 11th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and dated as of September 3, 2009, by and between Springbrook Investments, L.P., a California limited partnership (“Borrower”), and SPT Real Estate Finance, LLC, a Delaware limited liability company (“Lender”).

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale and Joint Escrow Instructions • May 21st, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of this 13 day of May, 2009 (“Execution Date”), by and between U.S. Bank National Association (“Seller”), and SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN SPT — SWRC, LLC, a Delaware limited liability company as “Buyer” and PULTE HOME CORPORATION, a Michigan corporation as “Seller”
Purchase and Sale Agreement and Escrow Instructions • January 7th, 2009 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made as of December 23, 2008 (the “Effective Date”), by and between SPT — SWRC, LLC, a Delaware limited liability company (“Buyer”), and PULTE HOME CORPORATION, a Michigan corporation (“Seller”).

FIRST AMENDMENT TO PURCHASE AND
Purchase And • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “First Amendment”) is made as of January 20, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), with reference to the facts set forth below.

SECURITY AGREEMENT
Security Agreement • February 24th, 2012 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SECURITY AGREEMENT (this “Agreement”) is dated for reference purposes as of February 15, 2012, and is made by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (the “Debtor”), and the CARDINAL INVESTMENT PROPERTIES-RAMSGATE, L.P., a California limited partnership (the “Secured Party”), with reference to the following facts:

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