0000830748-11-000028 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Effective February 1, 2011)
Employment Agreement • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 1st of February, 2011 (the “Effective Date”) by and between Pacific Office Management, Inc., a Delaware corporation (“POMI” or the “Company,” as may be applicable), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), Pacific Office Properties, L.P., a Delaware limited partnership (the “OP”) and James R. Ingebritsen (the “Executive”).

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AGREEMENT AND GENERAL RELEASE
General Release • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

THIS AGREEMENT AND GENERAL RELEASE (the “Release”) is made effective as of the 8th day of February 2011, by and between Pacific Office Management, Inc., a Delaware corporation (“POMI”), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), Pacific Office Properties, L.P., a Delaware limited partnership (the “OP”) and their successors (collectively referred to herein as the “Company”), and James R. Wolford (the “Executive”).

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Stock Purchase Agreement (this “Agreement”) is made this 17th day of February, 2011, and effective as of February 1, 2011, by and among Pacific Office Properties Trust, Inc., a Maryland corporation (the “Issuer”), Pacific Office Management, Inc., a Delaware corporation (the “Seller”), and Pacific Office Holding, Inc., a Delaware corporation (the “Buyer”).

AMENDED AND RESTATED STOCK PURCHASE, REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Stock Purchase Agreement • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Stock Purchase, Representation, Warranty and Indemnity Agreement (this “Agreement”) is made this 17th day of February, 2011, and effective as of February 1, 2011, by and among Pacific Office Properties, L.P., a Delaware limited partnership (the “Buyer”), Jay H. Shidler, an individual resident of the State of Hawaii; JRI Equities II, LLC, a California limited liability company; MJR Equities, LLC, a California limited liability company; Lawrence J. Taff, an individual resident of the State of Hawaii; and James C. Reynolds, an individual resident of the State of California (each, a “Seller” collectively, the “Sellers”). Each of Buyer and Seller is sometimes referred to individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED AGREEMENT TO TERMINATE ADVISORY AGREEMENT
Advisory Agreement • May 16th, 2011 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • Illinois

This Amended and Restated Agreement to Terminate Advisory Agreement (this “Agreement”) is made this 17th day of February, 2011, and effective as of February 1, 2011, by and among Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with POPT, the “Company”), and Pacific Office Management, Inc., a Delaware corporation (the “Advisor”).

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