Master Formation and Contribution Agreement Sample Contracts

Contract
Master Formation and Contribution Agreement • October 29th, 2008 • Pacific Office Properties Trust, Inc. • Real estate investment trusts

On March 19, 2008, Arizona Land Income Corporation, an Arizona corporation (“AZL”), and POP Venture, LLC, a Delaware limited liability company (“Venture”), consummated the transactions (the “Transactions”) contemplated by that certain Master Formation and Contribution Agreement, dated as of October 3, 2006, as amended (the “Master Agreement”). As part of the Transactions, in order to effect a change in AZL’s state of incorporation, AZL merged with and into its wholly-owned subsidiary (the “Reincorporation”), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), with POPT as the surviving corporation. As contemplated by the Master Agreement, substantially all of the assets and certain liabilities of AZL and substantially all of the commercial real estate assets and related liabilities of Venture were contributed to a newly formed umbrella partnership, Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” or “UPREIT”), in which POP

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THIRD AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT
Master Formation and Contribution Agreement • March 29th, 2007 • Arizona Land Income Corp • Real estate investment trusts

This THIRD AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of March 27, 2007, 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”).

AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT
Master 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”).

FOURTH AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT
Master Formation and Contribution Agreement • November 13th, 2007 • Arizona Land Income Corp • Real estate investment trusts

This FOURTH AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of November 9, 2007, 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”).

MASTER FORMATION AND CONTRIBUTION AGREEMENT between ARIZONA LAND INCOME CORPORATION and POP VENTURE, LLC Dated as of October 3, 2006
Master Formation and Contribution Agreement • October 3rd, 2006 • Arizona Land Income Corp • Real estate investment trusts • Illinois

THIS MASTER FORMATION AND CONTRIBUTION AGREEMENT is dated as of October 3, 2006 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”). All terms not otherwise defined in this Agreement shall have the meanings set forth in Section 2 below.

SECOND AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT
Master Formation and Contribution Agreement • December 11th, 2006 • Arizona Land Income Corp • Real estate investment trusts

This SECOND AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of December 9, 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”).

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