Op Sub Contribution Agreement Sample Contracts

AMENDMENT TO OP SUB CONTRIBUTION AGREEMENT
Op Sub Contribution Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This AMENDMENT TO OP SUB CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), American Assets Trust, Inc., a Maryland corporation (the “REIT”), [•], a Delaware limited liability company to be formed prior to the Closing Date and to be wholly owned by the Operating Partnership (the “OP Subsidiary”), and the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively the “Contributors”). The REIT, the Operating Partnership, the OP Subsidiary and the Contributors are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Contribution Agreement (as defined below).

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