0001038222-04-000025 Sample Contracts

REDEMPTION AGREEMENT
Redemption Agreement • August 5th, 2004 • Wellsford Real Properties Inc • Real estate investment trusts • New York
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SALE-PURCHASE AGREEMENT
Sale-Purchase Agreement • August 5th, 2004 • Wellsford Real Properties Inc • Real estate investment trusts • Pennsylvania

SALE-PURCHASE AGREEMENT (this “Agreement”), made as of November 17, 2003 between WELLSFORD CAPITAL PROPERTIES, L.L.C., a Delaware limited liability company having an address c/o Wellsford Real Properties, Inc., 535 Madison Avenue, 26th Floor New York, New York 10022 (“Seller”) and Todd M. Strine, having an office at 411 Woodward Road, Media, PA 19063 (“Purchaser”).

JULY 2004 AMENDMENT TO THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT
Letter of Credit Reimbursement Agreement • August 5th, 2004 • Wellsford Real Properties Inc • Real estate investment trusts • New York

JULY 2004 AMENDMENT TO THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of July 28, 2004, among Palomino Park Public Improvements Corporation, a Colorado nonprofit corporation (the “Bond Issuer”), Wellsford Real Properties, Inc., a Maryland corporation (“WRP”), and Commerzbank AG, acting through its New York Branch (the “Bank”). All capitalized terms defined in the hereinafter defined Letter of Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

FIRST AMENDMENT TO SALE-PURCHASE AGREEMENT
Sale-Purchase Agreement • August 5th, 2004 • Wellsford Real Properties Inc • Real estate investment trusts • Pennsylvania

THIS FIRST AMENDMENT TO SALE-PURCHASE AGREEMENT (this “Agreement”) is made as of this 26th day of March, 2004, between WELLSFORD CAPITAL PROPERTIES, L.L.C., a Delaware limited liability company having an address c/o Wellsford Real Properties, Inc., 535 Madison Avenue, 26th Floor, New York, New York 10022 (“Seller’), and TODD M. STRINE, an individual having an address at 411 Woodward Road, Media, Pennsylvania 19063 (“Purchaser”).

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