0001144204-12-010792 Sample Contracts

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Shopoff Properties Trust, Inc. • February 24th, 2012 • Real estate investment trusts
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LOAN AGREEMENT
Loan Agreement • February 24th, 2012 • Shopoff Properties Trust, Inc. • Real estate investment trusts

This Loan Agreement (this “Agreement”) is dated for reference purposes as of February 15, 2012, and is entered into by and between SPT-LAKE ELSINORE HOLDING CO., LLC, (“Borrower”), and CARDINAL INVESTMENT PROPERTIES-RAMSGATE, L.P., a California limited partnership (“Lender”), with reference to the following facts:

RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
Shopoff Properties Trust, Inc. • February 24th, 2012 • 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 as of February 15, 2012, by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (“Trustor”), CARDINAL INVESTMENT PROPERTIES-RAMSGATE, 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 • February 24th, 2012 • Shopoff Properties Trust, Inc. • Real estate investment trusts • California

THIS SECURITY AGREEMENT (this “Agreement”) is dated for reference purposes as of February 15, 2012, and is made by and between SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company (the “Debtor”), and the CARDINAL INVESTMENT PROPERTIES-RAMSGATE, L.P., a California limited partnership (the “Secured Party”), with reference to the following facts:

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