Exhibit 10.3


 

FIRST AMENDMENT TO


LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT


HOWE & UNIVERSITY, LLC


 


This First Amendment
to LLC Membership Interest Purchase Agreement (“Amendment”) is entered into effective as of August 1, 2012, by and
among ROGER A DREYER, an individual (“DREYER”), DREYER PROPERTIES, INC., a California corporation (“DPI”),
UNIVERSITY CAPITAL MANAGEMENT, INC., a California corporation (“UCM”), RICHARD P. BERNSTEIN, an individual (“BERNSTEIN”),
and WCRT Operating Partnership, L.P., a Delaware limited partnership (“WCRT”).


 


Explanatory Statement


 


A. On or about
May 9, 2012, DREYER, DPI, UCM and BERNSTEIN, collectively as Sellers, and WCRT, as Purchaser, entered into a certain LLC MEMBERSHIP
INTEREST PURCHASE AGREEMENT (“Purchase Agreement”) for the purchase and sale of all of the membership interests in
Howe & University, LLC, a California limited liability company (“H&U”) to WCRT.


 


B. On or about
July 31, 2012, H&U paid off its existing secured debt by refinancing and borrowing the sum of $9,550,000 from Union Bank of
California, N.A. (the “Refinancing”).


 


C. The parties desire
to amend the Purchase Agreement to reflect a change in the Purchase Price as a result of the Refinancing.


 


NOW, THEREFORE, in consideration of the
premises and mutual agreements and covenants set forth herein, and for other consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:


 


1.        Paragraph
1.1 of the Purchase Agreement is amended to state that the Purchase Price shall be $18,920,588.00.


 


2.        The
reference in Paragraph 1.1 of the Purchase Agreement to Section 1.4(b) is changed to Section 1.7(b).


 


			3.        This Amendment shall be governed in all respects
by the laws of the State of California, without regard to any provisions thereof relating to conflicts of laws among different
jurisdictions.



 


			4.        This Amendment and the Purchase Agreement embody
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersede
all prior agreements and understandings, oral or written, with respect to such subject matters.



 


5.        This
Amendment hereby provides for the amendment and revision of the Purchase Agreement to incorporate the terms and conditions set
forth herein. Except as otherwise explicitly provided in this Amendment, the Purchase Agreement shall remain unchanged and in full
force and effect in all respects.


 


 



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IN WITNESS WHEREOF, the parties have
executed, or caused this Amendment to be executed, as of the date first set forth above.


 


LLC:


HOWE & UNIVERSITY, LLC


 


	By:	/s/ Roger A. Dreyer	 
	 	Name: Roger A. Dreyer	 
	 	Title: President of Dreyer Properties, Inc., its Manager


 


	SELLERS:	 
	 	 
	DREYER PROPERTIES, INC.	 
	By:	/s/ Roger A. Dreyer	 
	 	Name: Roger A. Dreyer	 
	 	Title: President	 


 


	 	/s/ Roger A. Dreyer	 


ROGER A. DREYER, individually


 


	UNIVERSITY CAPITAL MANAGEMENT, INC.	 
	By:	/s/ Jeffrey Berger	 
	 	Name: Jeffrey Berger, President	 


 


	 	/s/ Richard P. Bernstein	 
	 	RICHARD P. BERNSTEIN, individually	 


 


PURCHASER:


 


WCRT OPERATING PARTNERSHIP, L.P.


 


	By:	WEST COAST REALTY TRUST, its general partner
	 	/s/ Jeffrey Berger	 
	 	Name: Jeffrey Berger
	 	Title: President, Chief Executive Officer and Chairman of the Board of Trustees


 








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