0001038838-06-000938 Sample Contracts

FOURTH AMENDMENT to PURCHASE AND SALE AGREEMENT and JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • December 7th, 2006 • Montgomery Realty Group Inc • Real estate

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (hereinafter the “Amendment”), dated for reference purposes September 18, 2006 (hereinafter the “Effective Date”), is by and between SPI WILLOW PASS, L.P., a California limited partnership (hereinafter the “Seller”) and MARK D. ZIMMERMAN, AS QUALIFIED EXCHANGE ACCOMMODATOR FOR MONTGOMERY REALTY GROUP, INC. (hereinafter the “Accommodator”) and MONTGOMERY REALTY GROUP, INC., a Nevada corporation (hereinafter the “Equitable Beneficiary”) (hereinafter, collectively, “Buyer”). Subject to the amendments to the Purchase and Sale Agreement dated August 14, 2006 (the “Agreement”) set forth below, Buyer waives its due diligence contingencies as set forth in Section 4 of the Agreement. The Agreement is amended as follows:

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WHEN RECORDED RETURN TO: Ajay Raju, Esquire Reed Smith LLP
Assumption and Release Agreement • December 7th, 2006 • Montgomery Realty Group Inc • Real estate
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • December 7th, 2006 • Montgomery Realty Group Inc • Real estate

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (hereinafter “Fifth Amendment”), dated, for reference purposes, November 3, 2006 (hereinafter the “Effective Date”) is by and between SPI WILLOW PASS, L.P., a California limited partnership (hereinafter “Seller”), and MARK D. ZIMMERMAN, as Qualified Exchange Accommodator for Montgomery Realty Group, Inc., a Nevada corporation (hereinafter “Accommodator”) and MONTGOMERY REALTY GROUP, INC., a Nevada corporation (hereinafter “Equitable Beneficiary”) (Accommodator and Equitable Beneficiary are hereinafter, collectively, “Buyer”.) Subject to the amendments to the Purchase and Sale Agreement and Joint Escrow Instructions dated August 14, 2006 (hereinafter “Agreement”) as set forth below, the Agreement is amended as follows:

PROPERTY MANAGEMENT CONTRACT FOR
Management Contract • December 7th, 2006 • Montgomery Realty Group Inc • Real estate

THIS PROPERTY MANAGEMENT CONTRACT (hereinafter “Contact”) is made effective this 27th day of November, 2006 by and between Montgomery Realty Group, LLC, a Delaware limited liability company (hereinafter “Owner”), having principal place of business at 400 Oyster Point Boulevard, Suite 415, South San Francisco, California 94080, and DIVERSIFIED INVESTMENT & MANAGEMENT CORPORATION (hereinafter “Manager”), a duly organized California corporation, having is principal place of business at 400 Oyster Point Boulevard, Suite 415, South San Francisco, California 94080.

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