0000950137-08-004960 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP OF M.B. CAPITAL PARTNERS III
Agreement of Partnership • April 1st, 2008 • General Trust Co • Real estate investment trusts

THIS THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP (the “Agreement”) is made and entered into as of the 27th day of March, 2008, by and among the undersigned.

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 1st, 2008 • General Trust Co • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 24, 2008, is by and between General Growth Properties, Inc., a Delaware corporation (“General Growth”), and MB Capital Partners III (“Investor”).

REDEMPTION AGREEMENT
Redemption Agreement • April 1st, 2008 • General Trust Co • Real estate investment trusts • South Dakota

THIS REDEMPTION AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of March, 2008, by and between MB CAPITAL PARTNERS, III, a South Dakota general partnership (the “Partnership”), and MATTHEW BUCKSBAUM, AS TRUSTEE OF THE MATTHEW BUCKSBAUM REVOCABLE TRUST (“MBRT”) and GENERAL GROWTH COMPANIES, INC., a Delaware corporation (“GGC” and, together with MBRT, collectively, the “Division B Participants” and each a “Division B Participant”).

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