0000950134-08-009832 Sample Contracts

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • May 19th, 2008 • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

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DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • May 19th, 2008 • AIMCO/Bethesda Holdings, Inc. • Real estate • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and among AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO-GP, Inc., AIMCO/IPT, Inc., AIMCO IPLP, L.P., AIMCO Jacques-Miller, L.P., AIMCO-LP, Inc., AIMCO Michigan Meadows Holdings, L.L.C., AIMCO Properties, L.P., Apartment Investment and Management Company, Cooper River Properties, L.L.C., MAE Investments, Inc., OAMCO II, L.L.C., Oxford Associates ’79 Limited Partnership, Oxford Equities Corporation, Oxford Holding Corporation, Oxford Realty Financial Group, Inc. and Reedy River Properties, L.L.C.

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