FORM OF] CONTRIBUTION AGREEMENT Between ARIZONA LAND INCOME CORPORATION And POP VENTURE, LLC Dated as of November 2, 2006Contribution Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
Each of the 10 Contribution Agreements differs as required to reflect, among other things, different forms of ownership and economic interests in the 10 properties and the different legal and physical characteristics of the 10 properties as follows:
ADVISORY AGREEMENT BETWEEN PACIFIC OFFICE PROPERTIES TRUST, INC., PACIFIC OFFICE PROPERTIES, L.P. AND PACIFIC OFFICE MANAGEMENT, INC. Dated as of January , 2007Advisory Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
THIS AGREEMENT, made as of January , 2007, among PACIFIC OFFICE PROPERTIES TRUST, INC., a Maryland corporation (“POP”), PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (the “Operating Partnership” and together with POP, the “Company”), and PACIFIC OFFICE MANAGEMENT, INC. (the “Advisor”).
MASTER REGISTRATION RIGHTS AGREEMENT of PACIFIC OFFICE PROPERTIES TRUST, INC. for the benefit of CERTAIN HOLDERS OF LIMITED PARTNERSHIP UNITS of PACIFIC OFFICE PROPERTIES L.P. Dated as of January , 2007Master Registration Rights Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
THIS MASTER REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of January [ ], 2007 by PACIFIC OFFICE PROPERTIES TRUST, INC. (the “Company”) for the benefit of Person(s) (as hereinafter defined) identified from time to time in Schedule 1 to one or more Supplemental Registration Rights Agreements (each, a “Supplement”) substantially in the form of Exhibit A hereto, entered into by the Company and such Persons.
NONCOMPETITION AGREEMENTNoncompetition Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts • Delaware
This NONCOMPETITION AGREEMENT is made and entered into as of the day of , , by and between Pacific Office Properties L.P., a Delaware limited partnership (the “Company”), [Jay H. Shidler/Lawrence J. Taff] (the “Officer”).
AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENTMaster Formation and Contribution Agreement • November 6th, 2006 • Arizona Land Income Corp • Real estate investment trusts
This AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of November 2, 2006, is entered into by and between, ARIZONA LAND INCOME CORPORATION, an Arizona corporation (together with any successor by merger, “AZL”), and POP VENTURE, LLC, a Delaware limited liability company (“POP”).
