0000885508-04-000006 Sample Contracts

STRATUS PROPERTIES INC. Form of RESTRICTED STOCK UNIT AGREEMENT UNDER THE 1998 STOCK OPTION PLAN
Restricted Stock Unit Agreement • August 13th, 2004 • Stratus Properties Inc • Land subdividers & developers (no cemeteries)

AGREEMENT dated as of ______________, 20__ (the “Grant Date”), between Stratus Properties Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”).

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THIRD MODIFICATION AGREEMENT
Modification Agreement • August 13th, 2004 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

This THIRD MODIFICATION AGREEMENT (“Agreement”) is made to be effective as of the 23rd day of June, 2004 (the “Effective Date”), by and between COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-Texas (“Lender”), and STRATUS PROPERTIES INC., a Delaware corporation, STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership, CIRCLE C LAND, L.P., a Texas limited partnership, f/k/a Circle C Land Corp., and AUSTIN 290 PROPERTIES, INC., a Texas corporation (herein individually and collectively referred to as “Borrower”), and OLY STRATUS BARTON CREEK I JOINT VENTURE, a Texas joint venture ("Barton Creek JV").

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 13th, 2004 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

This THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into to be effective as of June 23, 2004 (the “Amendment Date”), by and among STRATUS PROPERTIES INC., a Delaware corporation (“Stratus”), STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership, CIRCLE C LAND, L.P., a Texas limited partnership, f/k/a Circle C Land Corp., and AUSTIN 290 PROPERTIES, INC., a Texas corporation (herein individually and collectively referred to as the “Borrower”), and COMERICA BANK, successor by merger to Comerica Bank-Texas, a state banking association (herein referred to as the “Bank”).

THIRD AMENDMENT TO REVOLVING CREDIT NOTE
Revolving Credit Note • August 13th, 2004 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

This THIRD AMENDMENT TO REVOLVING CREDIT NOTE (this “Amendment”) is made and entered into to be effective as of June 23, 2004 (the “Effective Date”), by and among STRATUS PROPERTIES INC., a Delaware corporation, STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership, CIRCLE C LAND, L.P., a Texas limited partnership, f/k/a Circle C Land Corp., and AUSTIN 290 PROPERTIES, INC., a Texas corporation (herein individually and collectively referred to as the “Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-Texas (herein referred to as the “Lender”).

THIRD AMENDMENT TO PROMISSORY NOTE
Promissory Note • August 13th, 2004 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

This THIRD AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into to be effective as of June 23, 2004 (the “Effective Date”), by and among STRATUS PROPERTIES INC., a Delaware corporation, STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership, CIRCLE C LAND, L.P., a Texas limited partnership, f/k/a Circle C Land Corp., and AUSTIN 290 PROPERTIES, INC., a Texas corporation (herein individually and collectively referred to as the “Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-Texas (herein referred to as the “Lender”).

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