Davidson Growth Plus Lp Sample Contracts

Exhibit (a)(1) DAVIDSON GROWTH PLUS, L.P. One Insignia Financial Plaza P.O. Box 2347 Greenville, SC 29602 (864)239-1029
Limited Partnership Agreement • December 15th, 1995 • Davidson Growth Plus Lp • Real estate

As you are by now aware, DGP Acquisition, L.L.C., a Delaware limited liability company (the "Purchaser"), has made an offer (the "Offer") to purchase limited partnership units ("Units") of Davidson Growth Plus, L.P. (the "Partnership"). Enclosed is a copy of the Partnership's Statement on Schedule 14D-9 which was filed with the Securities and Exchange Commission and sets forth the Partnership's response to the Offer.

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The undersigned hereby agrees as set forth under "ACKNOWLEDGMENT AND AGREEMENT" below.
Acknowledgment and Agreement to Tender Units of Limited Partnership • June 4th, 2002 • Davidson Growth Plus Lp • Real estate
MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT
Multifamily Note • September 7th, 2007 • Davidson Growth Plus Lp • Real estate

FOR VALUE RECEIVED, the undersigned (together with such party's or parties' successors and assigns, "Borrower"), jointly and severally (if more than one) promises to pay to the order of CAPMARK BANK, a Utah industrial bank, the principal sum of Eight Hundred Thousand and 00/100 Dollars (US $800,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • July 7th, 2008 • Davidson Growth Plus Lp • Real estate

FOR VALUE RECEIVED, the undersigned (together with such party's or parties' successors and assigns, "Borrower") jointly and severally (if more than one) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, the principal sum of Three Million Nine Hundred Thousand and 00/100 Dollars (US $3,900,000.00), with interest on the unpaid principal balance, as hereinafter provided.

PURCHASE AND SALE CONTRACT BETWEEN THE NEW FAIRWAYS, L.P., a Delaware limited partnership AS SELLER AND LANDBANC CAPITAL, INC., an Arizona corporation AS PURCHASER FAIRWAY APARTMENTS PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 22nd, 2009 • Davidson Growth Plus Lp • Real estate • Texas

THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 19th day of October, 2009 (the "Effective Date"), by and between THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, California 90212 ("Purchaser").

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • May 11th, 2009 • Davidson Growth Plus Lp • Real estate • Texas

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 5th day of May, 2009 (the “Effective Date”), by and between THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and RRM – I, LLC, a Louisiana limited liability company, having a principal address at 9456 Jefferson Highway, Suite A, Baton Rouge, Louisiana 70809 (“Purchaser”).

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • February 3rd, 2010 • Davidson Growth Plus Lp • Real estate

THIS FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Fourth Amendment") is made and entered into this 28th day of January, 2010 (the "Fourth Amendment Date"), by and among THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and ARAGON 2009/FAIRWAY, LLC, a Texas limited liability company, having a principal address at 9595 Wilshire Blvd., Suite 900, Beverly Hills, California 90212 ("Purchaser").

REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 10th, 2008 • Davidson Growth Plus Lp • Real estate

THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (herein called this “Amendment”) is made and entered into as of the 5th day of June, 2008 by and between BRIGHTON CREST, L.P., a South Carolina limited partnership (herein called “Seller”), and TITAN REAL ESTATE INVESTMENT GROUP, LLC, an Ohio limited liability company (herein called “Purchaser”).

FIRST AMENDMENT TO THE NEW Fairways, l.p.
Agreement of Limited Partnership • November 13th, 2008 • Davidson Growth Plus Lp • Real estate • Delaware

This First Amendment (this “Amendment”) is made and entered into as of July 1, 2008, and amends that certain Agreement of Limited Partnership dated as of October 13, 1992 of The New Fairways, L.P., a Delaware limited partnership (the “Original Agreement”), by and between Davidson Growth Plus GP Limited Partnership, a Delaware limited partnership (the “General Partner”), and Davidson Growth Plus, L.P., a Delaware limited partnership (the “Limited Partner”).

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • December 22nd, 2009 • Davidson Growth Plus Lp • Real estate

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Third Amendment") is made and entered into this 18th day of December, 2009 (the "Third Amendment Date"), by and among THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address at 9595 Wilshire Blvd., Suite 900, Beverly Hills, California 90212 ("Purchaser").

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • November 25th, 2009 • Davidson Growth Plus Lp • Real estate

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Second Amendment") is made and entered into this 23rd day of November, 2009 (the "Second Amendment Date"), by and among THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address at 9595 Wilshire Blvd., Suite 900, Beverly Hills, California 90212 ("Purchaser").

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • February 16th, 2010 • Davidson Growth Plus Lp • Real estate

THIS FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Fifth Amendment") is made and entered into this 10th day of February, 2010 (the "Fifth Amendment Date"), by and among THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and ARAGON 2009/FAIRWAY, LLC, a Texas limited liability company, having a principal address at 9595 Wilshire Blvd., Suite 900, Beverly Hills, California 90212 ("Purchaser").

FIRST AMENDMENT TO THE NEW FAIRWAYS, L.P. AGREEMENT OF LIMITED PARTNERSHIP
Agreement of Limited Partnership • August 14th, 2008 • Davidson Growth Plus Lp • Real estate • Delaware

This First Amendment (this “Amendment”) is made and entered into as of July 1, 2008, and amends that certain Agreement of Limited Partnership dated as of October 13, 1992 of The New Fairways, L.P., a Delaware limited partnership (the “Original Agreement”), by and between Davidson Growth Plus GP Limited Partnership, a Delaware limited partnership (the “General Partner”), and Davidson Growth Plus, L.P., a Delaware limited partnership (the “Limited Partner”).

FIRST AMENDMENT TO THE DAVIDSON GROWTH PLUS, L.P.
Limited Partnership Agreement • November 13th, 2008 • Davidson Growth Plus Lp • Real estate • Delaware

This First Amendment (this “Amendment”) is made and entered into as of October 15, 2008, and amends that certain Limited Partnership Agreement dated as of May 22, 1986 (the “Original Agreement”) of Davidson Growth Plus, L.P. (f/k/a Freeman Growth Plus, L.P.) (the “Partnership”), by and among Freeman Diversified Properties, Inc, a Tennessee corporation (“Freeman”), James T. Gunn and Susan L. Freeman.

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • November 25th, 2009 • Davidson Growth Plus Lp • Real estate

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First Amendment") is made and entered into this 20th day of November, 2009 (the "First Amendment Date"), by and among THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, California 90212 ("Purchaser").

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