0000950152-06-007986 Sample Contracts

RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • October 3rd, 2006 • Paragon Real Estate Equity & Investment Trust • Real estate investment trusts • Ohio

The parties, PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST, a Maryland real estate investment trust (the “Trust”), and (“Trustee”) agree to enter into this restricted share agreement (“Agreement”), made at Cleveland, Ohio, this 29th day of September, 2006.

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Stock Subscription Agreement
Stock Subscription Agreement • October 3rd, 2006 • Paragon Real Estate Equity & Investment Trust • Real estate investment trusts • Ohio

This Stock Subscription Agreement (this “Agreement”) is entered into by and between (“Investor”) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the “Company”), as of September 29, 2006.

AMENDMENT TO ADDITIONAL CONTRIBUTION AGREEMENT BETWEEN PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST AND MEMBERS OF THE BOARD OF TRUSTEES
Additional Contribution Agreement • October 3rd, 2006 • Paragon Real Estate Equity & Investment Trust • Real estate investment trusts

The parties, Paragon Real Estate Equity and Investment Trust, a Maryland business trust (formerly, Stonehaven Realty Trust, the “Trust”); the members of the Board of Trustees (the “Trustees”), and each of the individual Trustees (a “Trustee”) presently Daryl J. Carter (“Carter”), John J. Dee (“Dee”), Daniel G. DeVos (“DeVos”), Paul T. Lambert (“Lambert”), James C. Mastandrea (“Mastandrea”), and Michael T. Oliver (“Oliver”); and Paragon Real Estate Development, LLC (“Paragon Development”); agree to amend the Additional Contribution Agreement dated March 4th, 2003 (“Agreement”), made at Cleveland, Ohio, this 29th day of September, 2006 (“Amendment”), between and the Trust and the Trustees.

Stock Subscription Agreement
Stock Subscription Agreement • October 3rd, 2006 • Paragon Real Estate Equity & Investment Trust • Real estate investment trusts • Ohio

This Stock Subscription Agreement (this “Agreement”) is entered into by and between James C. Mastandrea (“Investor”) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the “Company”), as of September 29, 2006.

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