0001193805-13-000226 Sample Contracts

RESTRICTED SHARE AWARD AGREEMENT UNDER THE WINTHROP REALTY TRUST
Restricted Share Award Agreement • February 4th, 2013 • Winthrop Realty Trust • Real estate investment trusts • New York

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made by and between Winthrop Realty Trust (the “Company”) and Michael Ashner (the “Participant”) dated February 1, 2013 (the “Grant Date”).

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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN WINTHROP REALTY TRUST, WRT REALTY, L.P. AND FUR ADVISORS LLC Dated as of February 1, 2013 Effective January 1, 2013
Advisory Agreement • February 4th, 2013 • Winthrop Realty Trust • Real estate investment trusts • New York

THIS AGREEMENT, made as of February 1, 2013 and effective as of January 1, 2013, among WINTHROP REALTY TRUST, an Ohio business trust (the “Trust”), WRT REALTY, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the Trust, the “Company”), and FUR ADVISORS LLC (the “Advisor”).

AMENDMENT NO. 2 TO EXCLUSIVITY SERVICES AGREEMENT
Exclusivity Services Agreement • February 4th, 2013 • Winthrop Realty Trust • Real estate investment trusts

AMENDMENT NO. 2 TO EXCLUSIVITY SERVICES AGREEMENT, dated February 1, 2013 but effective as of January 1, 2013 (this “Amendment”), between WINTHROP REALTY TRUST (f/k/a First Union Real Estate Equity And Mortgage Investments), an Ohio business trust (the “Company”) and MICHAEL L. ASHNER (“Ashner”), an individual.

AMENDMENT NO. 1 TO COVENANT AGREEMENT
Covenant Agreement • February 4th, 2013 • Winthrop Realty Trust • Real estate investment trusts

AMENDMENT NO. 1 TO COVENANT AGREEMENT, dated February 1, 2013 but effective as of January 1, 2013 (this “Amendment”), between WINTHROP REALTY TRUST (f/k/a First Union Real Estate Equity And Mortgage Investments), an Ohio business trust (the “Company”) and FUR INVESTORS LLC, a Delaware limited liability company (“FUR”), an individual.

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