0001193125-10-214269 Sample Contracts

REAL ESTATE PURCHASE AGREEMENT by and between THE OXFORD FUND/ORLANDO, L. P., a Pennsylvania limited partnership, as “Seller” and BC DEVELOPMENT CO., LLC, a Missouri limited liability company, as “Buyer”
Real Estate Purchase Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Florida

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 2nd day of August, 2010 (the “Effective Date”), by and between The Oxford Fund/Orlando, L. P., a Pennsylvania limited partnership (“Seller”), and BC DEVELOPMENT CO., LLC, a Missouri limited liability company or its assigns (“Buyer”), for the purchase of certain real property more particularly described herein.

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REAL ESTATE PURCHASE AGREEMENT by and between RAINIER CAPITAL ACQUISITIONS, LP, a Texas limited partnership, as “Seller” and BC DEVELOPMENT CO., LLC, a Missouri limited liability company, as “Buyer”
Real Estate Purchase Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Texas

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 31st day of March, 2010 (the “Effective Date”), by and between RAINIER CAPITAL ACQUISITIONS, LP, a Texas limited partnership (“Seller”), and BC DEVELOPMENT CO., LLC, a Missouri limited liability company (“Buyer”), for the purchase of certain real property more particularly described herein.

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REAL ESTATE PURCHASE AGREEMENT by and between ROCKY BLUFF, L.L.C., an Oklahoma limited liability company and STANDRIDGE & JACKSON DEVELOPMENT, L.L.C., an Oklahoma limited liability company, collectively as “Seller” and BC DEVELOPMENT CO., LLC a...
Real Estate Purchase Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Texas

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 15th day of April, 2010 (the “Effective Date”), by and among BC DEVELOPMENT CO., LLC, a Missouri limited liability company or its assigns (“Buyer”) and ROCKY BLUFF, L.L.C., an Oklahoma limited liability company and STANDRIDGE & JACKSON DEVELOPMENT, L.L.C., an Oklahoma limited liability company (collectively, “Seller”), for the purchase of certain real property more particularly described herein.

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ASSIGNMENT AND LICENSE AGREEMENT
Assignment and License Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts

THIS ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into this day of , 2010 (the “Effective Date”) by and among, RICHARD D. BAIER, an individual, CATHLEEN M. BAIER, an individual, DANIEL K. CARR, an individual (collectively, the “Founders”) BC DEVELOPMENT CO., LLC, a Missouri limited liability company (“BCD”, and referred to herein collectively with the Founders as the “Assignor”) and BC DEVELOPMENT CO. - USFP, LLC, a Delaware limited liability company (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2010, is made and entered into by and among US Federal Properties Trust, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 (such persons, in their capacity as holders of Registrable Securities, the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1.

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Management Agreement between: US Federal Properties Trust, Inc. and LANE4 Management Inc.
Management Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Missouri

This Management Agreement (“Agreement”) is made as of , 2010, between US Federal Properties Trust, Inc., a Maryland corporation, (“Owner”), and Lane4 Management Inc., (“Manager”), with reference to the following facts:

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among US FEDERAL PROPERTIES TRUST, INC., a Maryland corporation (the “REIT”), US FEDERAL PROPERTIES PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), CMB Development, LLC, a Missouri limited liability company, RDB, LLC, a Missouri limited liability company, Daniel K. Carr Revocable Trust u/a dated June 1, 2006, and D’Jac, LLC, a Kansas limited liability company (each a “Protected Partner” and collectively the “Protected Partners”).

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CONTRACT OF SALE between South Florida Federal Partners—West Palm Beach, LLC, the Seller, and BC Development Co., LLC the Purchaser, dated August 2, 2010
Contract for Sale • September 22nd, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Florida

THIS CONTRACT OF SALE (this “Contract”) is made and entered into as of August 2, 2010 (the “Effective Date”), by and between South Florida Federal Partners—West Palm Beach, LLC (“Seller”) and BC Development Co., LLC (“Purchaser”).

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