0001193125-10-222298 Sample Contracts

EMPLOYMENT AGREEMENT
Agreement and General Release • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of March, 2010 (the “Effective Date”) by and between PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“POMI”), PACIFIC OFFICE PROPERTIES TRUST, INC., a Maryland corporation (“POPT”), and JAMES R. INGEBRITSEN (the “Executive”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2010, by and between PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Assignor”), and PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Assignee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2010, by and between PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Assignor”), and PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Assignee”).

FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL A)
Sale, Purchase and Escrow Agreement • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

This First Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this “First Amendment”) is made and entered into as of August 30, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (“Glendale Seller”), GRE Empire Towers LP, a Delaware limited partnership (“Empire Towers Seller”), GRE Cornerstone LLC, a Delaware limited liability company (“Cornerstone Seller”), GRE Kearny Mesa LP, a Delaware limited partnership (“Mesa Seller”), GRE Rio Vista LP, a Delaware limited partnership (“Rio Vista Seller”), GRE Walnut Creek LLC, a Delaware limited liability company (“Walnut Creek Seller” and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a “Seller” and, collectively, “Sellers”), and PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Purchaser”).

FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B)
Sale, Purchase and Escrow Agreement • October 4th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

This First Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this “First Amendment”) is made and entered into as of August 30, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware limited liability company (“Warner Canoga” and with Warner Desoto and Warner Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV Seller”), GRE Foothill LLC, a Delaware limited liability company (“Foothill Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually

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