0001104659-05-009191 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 3rd, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of February 25, 2005 (this “Agreement”), is by and among First Union Real Estate Equity and Mortgage Investments, an unincorporated association in the form of a business trust organized in Ohio (the “Company”), Perrin Holden & Davenport Capital Corp., as initial purchaser (the “Initial Purchaser”) and each investor executing a signature page hereto (each an “Investor” and collectively, the “Investors”).

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INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 3rd, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York

THIS INVESTORS’ RIGHTS AGREEMENT, dated as of February 28, 2005 (this “Agreement”), by and among First Union Real Estate Equity and Mortgage Investments, an unincorporated association in the form of a business trust organized in Ohio (the “Company”), Michael Ashner, Peter Braverman, and each of the Investors that signs a signature page annexed hereto (referred to hereinafter collectively as the “Investors” and individually as an “Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 28, 2005, (this “Agreement”), by and among First Union Real Estate Equity and Mortgage Investments, an unincorporated association in the form of a business trust organized in Ohio (the “Company”), and each of the Investors that signs a signature page annexed hereto (referred to hereinafter collectively as the “Investors” and individually as an “Investor”).

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