SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P.Pacific Office Properties Trust, Inc. • August 14th, 2008 • Real estate investment trusts
As of June 19, 2008, the undersigned, being the sole general partner of Pacific Office Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms of that certain Amended and Restated Limited Partnership Agreement of Limited Partnership, dated March 19, 2008, as amended (the “Partnership Agreement”), does hereby amend the Partnership Agreement as follows:
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUIE CARLSBAD BUILDING B LLC, a California Limited Liability Company AND SHIDLER WEST INVESTMENT PARTNERS, LP a California Limited Partnership FEBRUARY 27, 2008Purchase and Sale Agreement and Joint Escrow Instructions • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into and effective as of the 27th day of February, 2008 (“Effective Date”), by and between BUIE CARLSBAD BUILDING B LLC, a California limited liability company (the “Seller”), and SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited partnership (the “Buyer”), each of whom shall sometimes separately be referred to herein as a “Party” and both of whom shall sometimes be collectively referred to herein as the “Parties,” and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Holder whose consent appears at the end of this Agreement.
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUIE SCRIPPS RANCH OFFICE BUILDING LLC, a California Limited Liability Company AND SHIDLER WEST INVESTMENT PARTNERS, LP a California Limited Partnership FEBRUARY 27, 2008Purchase and Sale Agreement and Joint Escrow Instructions • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into and effective as of the 27th day of February, 2008 (“Effective Date”), by and between BUIE SCRIPPS RANCH OFFICE BUILDING LLC, a California limited liability company (the “Seller”), and SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited partnership (the “Buyer”), each of whom shall sometimes separately be referred to herein as a “Party” and both of whom shall sometimes be collectively referred to herein as the “Parties,” and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Holder whose consent appears at the end of this Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT (Kalakaua Business Center)Membership Interest Purchase Agreement • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 23, 2008 (the “Effective Date”), by and between STIRR 2155 Kalakaua, LLC, a Hawaii limited liability company (the “Seller”), Pacific Office Properties, L.P., a Delaware limited partnership (the "Purchaser”), and 2155 Mezzanine, LLC, a Delaware limited liability company, (the “Company”), all of whom or which shall sometimes collectively be referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall, unless the context clearly indicates otherwise, have the meanings ascribed to such terms in the Operating Agreement (as defined below).
PURCHASE AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUIE CARLSBAD LLC, a California Limited Liability Company AND SHIDLER WEST INVESTMENT PARTNERS, LP a California Limited Partnership FEBRUARY 27, 2008Purchase and Contribution Agreement and Joint Escrow Instructions • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS PURCHASE AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into and effective as of the 27th day of February, 2008 (“Effective Date”), by and between BUIE CARLSBAD LLC, a California limited liability company (the “Seller”), and SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited partnership (the “Buyer”), each of whom shall sometimes separately be referred to herein as a “Party” and both of whom shall sometimes be collectively referred to herein as the “Parties,” and constitutes: (a) a binding purchase and contribution agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Holder whose consent appears at the end of this Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT (US Bank Tower)Membership Interest Purchase Agreement • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 23, 2008 (the “Effective Date”), by and between STIRR USB Tower, LLC, a Delaware limited liability company (the “Seller”), Pacific Office Properties, L.P., a Delaware limited partnership (the “Purchaser”), and POP / USB Partners, LLC, a Delaware limited liability company, (the “Company”), all of whom or which shall sometimes collectively be referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall, unless the context clearly indicates otherwise, have the meanings ascribed to such terms in the Operating Agreement (as defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 14th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 30th day of April, 2008 (the “Effective Date”), by and between STIRR Black Canyon, LLC, a Delaware limited liability company (the “Seller”), Pacific Office Properties, L.P., a Delaware limited partnership (the “Purchaser”), and POP/BC Mezzanine, L.L.C., a Delaware limited liability company, (the “Company”), all of whom or which shall sometimes collectively be referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall, unless the context clearly indicates otherwise, have the meanings ascribed to such terms in the Operating Agreement (as defined below).
