AMENDMENT NO. 1 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF WELLINGTON PROPERTIES INVESTMENTS, L.P. by and among STONEHAVEN REALTY TRUST (f.k.a. Wellington Properties Trust) and THE LIMITED PARTNERS NAMED THEREINAgreement of Limited Partnership • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Delaware
This AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is made and entered into as of the day of , 2003, and hereby amends the Agreement of Limited Partnership of Wellington Properties Investments, L.P., dated August 31, 1998, by and among Stonehaven Realty Trust (f.k.a. Wellington Properties Trust), a Maryland real estate investment trust, and the Persons identified on Exhibit A thereto (the “Partnership Agreement”).
VOTING AND STOCK RESTRICTION AGREEMENT by and among Stonehaven Realty Trust, Steven B. Hoyt, Duane H. Lund, Paul T. Lambert, John J. Dee, James C. Mastandrea, and Paragon Real Estate Development, LLC Dated: , 2003Voting and Stock Restriction Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Delaware
This VOTING AND STOCK RESTRICTION AGREEMENT (this “Agreement”), is made and entered into as of the day of , 2003, by and among STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (the “Company”), STEVEN B. HOYT, a Minnesota resident (“Hoyt”), DUANE H. LUND, a Minnesota resident (“Lund”), PAUL T. LAMBERT, a Colorado resident (“Lambert”), JAMES C. MASTANDREA, an Ohio resident (“Mastandrea”), JOHN J. DEE, an Ohio resident (“Dee”), and PARAGON REAL ESTATE DEVELOPMENT LLC, an Ohio limited liability company (“Paragon”). Hoyt, Lund, and Lambert are hereinafter collectively referred to as the “Current Management” and individually as a “Current Manager.”
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the day of March, 2003, by and among HAMPTON COURT ASSOCIATES, L.P., an Illinois limited partnership (“Hampton”), PARAGON REAL ESTATE, L.P., a Delaware limited partnership (“Paragon”), and STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (“Stonehaven”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made at Cleveland, Ohio, this day of , 2003, between STONEHAVEN REALTY TRUST, a Maryland business trust (the “Trust”), and JOHN J. DEE, 26151 Pebblebrook Lane, North Olmsted, Ohio 44070 (“Dee”).
MODIFICATION AGREEMENTModification Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
The parties, STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (the “Trust”), and PARAGON REAL ESTATE DEVELOPMENT, L.L.C., an Ohio limited liability company (“Paragon”) or its nominee, James C. Mastandrea (“Mastandrea”), and John J. Dee (“Dee”) agree to enter into this modification agreement (“Agreement”), made at Cleveland, Ohio, this day of , 2003, between the Trust and Paragon.
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
The parties, STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (the “Trust”), and James C. Mastandrea (“Mastandrea”) agree to enter into this restricted share agreement (“Agreement”), made at Cleveland, Ohio, this day of , 2003, between the Trust and Mastandrea.
ADDITIONAL CONTRIBUTION AGREEMENT BETWEEN STONEHAVEN REALTY TRUST AND PARAGON REAL ESTATE DEVELOPMENT, LLCAdditional Contribution Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Delaware
The parties, STONEHAVEN REALTY TRUST, a Maryland business trust (the “Trust”), James C. Mastandrea (“Mastandrea”), John J. Dee (“Dee”), and PARAGON REAL ESTATE DEVELOPMENT, LLC (“Paragon”) or its nominee, agree to enter into this additional contribution agreement (“Agreement”), made at Cleveland, Ohio, this day of , 2003, between and Stonehaven and Paragon.
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made at Cleveland, Ohio, this day of , 2003, between STONEHAVEN REALTY TRUST, a Maryland business trust (the “Trust”), and JAMES C. MASTANDREA, 9520 Metcalf Road, Waite Hill, Ohio 44094 (“Mastandrea”).
FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF PARAGON REAL ESTATE, L.P. Dated: , 2003Limited Partnership Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is made and entered into as of the day of , 2003, by and among STONEHAVEN REALTY TRUST, a Maryland real estate investment trust, having an address at 5620 Smetana Drive, Suite 130, Minneapolis, Minnesota 55343, the general partner (“General Partner”), and the limited partners listed on Exhibit A attached hereto (“Limited Partners”), is intended to evidence the mutual agreement of the General Partner and the Limited Partners to form a limited partnership pursuant to Title 6, Chapter 17 of the Delaware Code (the “Act”) for the purposes and upon the terms and conditions hereinafter set forth.
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 5th, 2003 • Stonehaven Realty Trust • Real estate investment trusts • Ohio
The parties, STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (the “Trust”), and John J. Dee (“Dee”) agree to enter into this restricted share agreement (“Agreement”), made at Cleveland, Ohio, this day of , 2003, between the Trust and Dee.
