0001144204-11-022100 Sample Contracts

Purchase and Sale Agreement And Joint Escrow Instructions
Purchase and Sale Agreement • April 15th, 2011 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”), dated as of March __, 2011 (the “Effective Date”), is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Seller”), and CV COMMUNITIES, LLC, a Delaware limited liability company (“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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First Amendment to Purchase and Sale Agreement And Joint Escrow Instructions
Shopoff Properties Trust, Inc. • April 15th, 2011 • Real estate investment trusts

This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (this “Amendment”), dated as of April 6, 2011, amends that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of March 10, 2011, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company, as “Seller” therein, and CV COMMUNITIES, LLC, a Delaware limited liability company, as “Buyer” therein (the “Original Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Original Agreement. To the extent of any inconsistency between the terms of the Original Agreement and the terms set forth in this Amendment, the terms set forth in this Amendment shall control.

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