Common use of SELLERS Clause in Contracts

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ Xxxx X. Xxxx ----------------------------------- Xxxx X. Xxxx Senior Vice President AMENDMENT THIS AMENDMENT (this "Amendment"), is dated as of this 17th day of April, 2003 (the "Amendment Effective Date"), by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser").

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President 3 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ Xxxx X. Xxxx ----------------------------------- Xxxx X. Xxxx Senior Vice President AMENDMENT THIS AMENDMENT (this "Amendment"), is dated as of this 17th 14th day of April, 2003 (the "Amendment Effective Date"), by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser").

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President 3 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ Xxxx Xxxxxxx X. Xxxx ----------------------------------- Xxxx Xxxxxxxxx -------------------------------- Xxxxxxx X. Xxxx Senior Xxxxxxxxx Executive Vice President AMENDMENT TO MASTER ASSIGNMENT OF SALES CONTRACTS THIS AMENDMENT TO MASTER ASSIGNMENT OF SALES CONTRACTS (this "Amendment"), ) is dated and effective as of this 17th day of AprilApril 11, 2003 (the "Amendment Effective Date")2003, by and between VESTCOR-BAY POINTE PARTNERS, LTD.among BAINBRIDGE COMMUNITIES ACQUISITION CORPORATION II, a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership corporation (referred to below individually as the "Seller" and collectively as the ASSIGNOR"Sellers"), ) and BCMR SPECIAL, INC., a Massachusetts corporation (the "PurchaserASSIGNEE").

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- ------------------------------------ Name: Xxxx X. Xxxxxxx Its: Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx, Its: Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxxxx, Its: Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President 7 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxxxx, Its: Vice President PURCHASERESCROW AGENT: BCMR SPECIALChicago Title Insurance Company acknowledges receipt of an original counterpart of this Reinstatement executed by Seller and Purchaser, INC.acknowledges release of a total of $20,000 of the Initial Deposit to the Sellers and agrees to act as Escrow Agent in accordance with the terms of the Original Agreements, a Massachusetts corporation as amended by this Reinstatement. By: /s/ Xxxx Xxxxx X. Xxxx Xxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxx ----------------------------------- Xxxx X. Xxxx Senior Vice President AMENDMENT Its: Office Counsel ------------------------------------ Date: 3-20-03 ----------------------------------- AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (Bay Pointe Apartments) THIS AMENDMENT (this "Amendment"), is dated as of this 17th day of April, 2003 (the "Amendment Effective Date"), AGREEMENT FOR SALE AND PURCHASE OF PROPERTY by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD.partnership (the "Seller") and BAINBRIDGE COMMUNITIES ACQUISITION CORPORATION II, a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser")., is entered into and effective on the date it is signed by the Escrow Agent to acknowledge receipt of a counterpart original of this Agreement executed by the Seller and Purchaser and receipt of the Escrow Deposit (the "Effective Date"). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

SELLERS. VESTCOR-BAY POINTE PARTNERSMANAGING SELLER: WRMC I MEDICAL EQUITY INVESTORS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc.WRMC I MEDICAL EQUITY CORPORATION, a Florida corporation corporation, its sole General Partner By: /s/ Daniel S. Messina ------------------------------------ Daniel X. Xxxxxxx, Xxxx President NON-MANAGING SELLER: PHYSICIAN EQXXXX XXXXXXXXXXXX, LLLP a Florida limited liability limited partnership By: PHYSICIAN EQUITY ACQUISITIONS GP, LLC, a Florida limited liability company By: /s/ Daniel S. Messina ------------------------------------ Name: Danixx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Xxxle: Vice President VCP-TIMUQUANA ASSOCIATESJOINDER OF GUARANTORS The undersigned, LTD.as Buyers' Guarantor and Sellers' Guarantor, hereby join in this Agreement solely for the purposes specified therein with respect to Buyers' Guarantor and Sellers' Guarantor, respectively. WINDROSE MEDICAL PROPERTIES TRUST, a Maryland REIT By: /s/ Daniel R. Loftus --------------------------------- Name: Daniel R. Xxxxxx Xxxxx: Executive Vice President MEDICAL OFFICE PORTXXXXX XXXXXXX XXRTNERSHIP, a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ Xxxx X. Xxxx ----------------------------------- Xxxx X. Xxxx Senior Vice President AMENDMENT THIS AMENDMENT (this "Amendment"), is dated as of this 17th day of April, 2003 (the "Amendment Effective Date"), by and between VESTCOR-BAY POINTE PARTNERS, LTD.MEDICAL PORTFOLIO INVESTORS LIMITED PARTNERSHIP, a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD.General Partner of Medical Office Portfolio Limited Partnership By: MEDICAL PORTFOLIO EQUITY CORPORATION, a Florida limited partnershipcorporation, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser").General Partner of Medical Portfolio Investors Limited Partnership By: /s/ Daniel S. Messina --------------------------------- Name: Daniel X. Xxxxxxx Xxxxx: Vice President LIST OF EXHIBITS

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- --------------------------------------- Name: Xxxx X. Xxxxxxx Its: Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx, Its: Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxxxx, Its: Vice President TERMINATED SELLERS: VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Xxxx X. Xxxxxxx Vice President 7 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ Xxxx X. Xxxxxxx -------------------------------------- ------------------------------------ Name: Xxxx X. Xxxxxxx Xxxxxxx, Its: Vice President PURCHASERESCROW AGENT: BCMR SPECIALChicago Title Insurance Company acknowledges receipt of an original counterpart of this Reinstatement executed by Seller and Purchaser, INC.acknowledges release of a total of $20,000 of the Initial Deposit to the Sellers and agrees to act as Escrow Agent in accordance with the terms of the Original Agreements, a Massachusetts corporation as amended by this Reinstatement. By: /s/ Xxxx Xxxxx X. Xxxx Xxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxx ----------------------------------- Xxxx X. Xxxx Senior Vice President AMENDMENT Its: Office Counsel ------------------------------------ Date: 3-20-03 ----------------------------------- EXHIBIT A INITIAL AND ADDITIONAL DEPOSITS 10 SCHEDULE 7 ADDITIONAL PROPERTY INFORMATION 11 SCHEDULE 15 PURCHASER MAXIMUM PREPAYMENT PENALTIES 12 AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (Oaks At Timuquana Apartments) THIS AMENDMENT (this "Amendment"), is dated as of this 17th day of April, 2003 (the "Amendment Effective Date"), AGREEMENT FOR SALE AND PURCHASE OF PROPERTY by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD.partnership (the "Seller") and BAINBRIDGE COMMUNITIES ACQUISITION CORPORATION II, a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser")., is entered into and effective on the date it is signed by the Escrow Agent to acknowledge receipt of a counterpart original of this Agreement executed by the Seller and Purchaser and receipt of the Escrow Deposit (the "Effective Date"). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: