0001144204-10-048346 Sample Contracts

DEED OF TRUST WITH ASSIGNMENT OF RENTS
Shopoff Properties Trust, Inc. • September 7th, 2010 • Real estate investment trusts

SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company herein called TRUSTOR, whose address is c/o Shopoff Advisors, L.P., 8951 Research Drive, Irvine, California 92618

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RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
Shopoff Properties Trust, Inc. • September 7th, 2010 • Real estate investment trusts

This Rider to Deed of Trust with Assignment of Rents is hereby attached to and made a part of that certain Deed of Trust with Assignment of Rents (Long Form) (the “Trust Deed”) dated for reference purposes August 30, 2010, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Trustor”), CARDINAL INVESTMENT PROPERTIES-UNDERWOOD, L.P., a California limited partnership (“Beneficiary”), and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), with reference to the following matters:

SECURITY AGREEMENT
Security Agreement • September 7th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SECURITY AGREEMENT (this “Agreement”) is dated for reference purposes August 30, 2010, and is made by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (the “Debtor”), and the CARDINAL INVESTMENT PROPERTIES-UNDERWOOD, L.P., a California limited partnership (the “Secured Party”), with reference to the following facts:

Contract
Loan Agreement • September 7th, 2010 • Shopoff Properties Trust, Inc. • Real estate investment trusts
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