0001193125-07-000314 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 3rd, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California

This Executive Employment Agreement (“Agreement”) is made effective as of , 2007 (“Effective Date”), by and among Meruelo Maddux Properties, Inc., a Delaware corporation (“Company”), Meruelo Maddux Properties, L.P. ( “Partnership”) and Ted McGonagle (“Executive”) to reaffirm and amend the terms and conditions of employment.

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FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • January 3rd, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2006 (although executed on December , 2006), by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), MERUELO MADDUX PROPERTIES, L.P., a Delaware limited partnership (the “Operating Partnership”), RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 (“Meruelo Trust”), MERCO GROUP – ROOSEVELT BUILDING, LLC, a California limited liability company (“Merco”) and SUNSTONE BELLA VISTA, LLC, a Delaware limited liability company (“Sunstone;” Meruelo Trust, Merco and Sunstone are referred to individually as a “Contributor” and collectively as the “Contributors”) and amends that certain the CONTRIBUTION AGREEMENT by and among the Company, the Operating Partnership and the Contributors dated as of September 19, 2006 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings

FIRST AMENDMENT TO MERGER AGREEMENT
Merger Agreement • January 3rd, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California

This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2006 (although executed on December , 2006), by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 (“Meruelo Trust”), ALAMEDA PRODUCE MARKET, INC., a California corporation (“S Corp”) and ALAMEDA PRODUCE MARKET, LLC, a Delaware limited liability company (“LLC”) and amends that certain the MERGER AGREEMENT by and among the Company, Meruelo Trust, S Corp and LLC dated as of September 19, 2006 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.

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