0001144204-10-006188 Sample Contracts

PURCHASE AND SALE AGREEMENT
Assignment and Assumption Agreement • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of December 8, 2009 (the “Effective Date”), is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), and constitutes an agreement for the purchase and sale of real property and joint escrow instructions directed to First American Title Insurance Company (as “Escrow Holder”) to establish an escrow (the “Escrow”) to accommodate the transaction contemplated hereby.

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PARTICIPATION AGREEMENT
Participation Agreement • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS PARTICIPATION AGREEMENT (this “Participation Agreement”) is made as of February 3, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), collectively the “Parties”.

FIRST AMENDMENT TO PURCHASE AND
Purchase And • February 9th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “First Amendment”) is made as of January 20, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and D. R. HORTON LOS ANGELES HOLDING COMPANY, INC., a California corporation (“Buyer”), with reference to the facts set forth below.

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