exv10w1





Exhibit
10.1




ASSIGNMENT OF PURCHASE AND SALE AGREEMENT




     THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is executed as of September
3, 2009 by and between SHOPOFF ADVISORS, L.P., a Delaware limited partnership, having an address at
8951 Research Dr., Irvine, CA 92618 (“Assignor”), and SPT — LAKE ELSINORE HOLDING CO., LLC, a
Delaware limited liability company (“Assignee”), with reference to the following:



RECITALS:




     A. Assignor is the ‘Buyer’ under that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated as of September 30, 2008, as amended (as amended, the “Agreement”), in which TSG
Little Valley, L.P., a California limited partnership, is the ‘Seller’. An escrow at First American
Title Insurance Company (Escrow No. OSA-3152741) is pending to facilitate the real estate purchase
and sale transaction which is the subject of the Agreement.



     B. Assignor has agreed to assign to all of Assignor’s right, title and interest and to the
Agreement to Assignee, and Assignee has agreed to accept such assignment and to assume all
obligations and liabilities of Assignor under the Agreement, as provided herein.



     C. This Assignment is executed to effectuate the transfer to Assignee of all of Assignor’s
right, title and interest in and to the Agreement and other rights pursuant to the provisions of
the Agreement.



     NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



     1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets
over unto Assignee any and all right, title and interest of Assignor in and to the Agreement, and
Assignee hereby accepts such assignment and assumes all of Assignor’s obligations, responsibilities
and duties under the Agreement, as the ‘Buyer’ therein, effective as of the date hereof.



     2. Indemnification. Assignee agrees to protect, indemnify, defend and hold Assignor
harmless from and against all claims, obligations and liabilities under the Agreement, from and
after the date hereof. Assignor agrees to protect, indemnify, defend and hold Assignee harmless
from and against all claims, obligations and liabilities arising out of or relating to, directly or
indirectly, in whole or in part, any breach by Assignor under the Agreement arising prior to the
date hereof.



     3. Governing Law. This Assignment shall be construed under and enforced in accordance
with the laws of the State of California.



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     4. Further Assurances. Assignor and Assignee each agree to execute and deliver to the
other party, upon demand, such further documents, instruments and conveyances, and shall take such
further actions, as are necessary or desirable to effectuate this Assignment.



     5. Attorneys’ Fees; Costs. Upon the bringing of any action, suit or arbitration by
either party against the other arising out of this Assignment or the subject matter hereof, the
party in whose favor final judgment shall be entered shall be entitled to recover from the other
party all costs and expenses of suit including, without limitation, reasonable attorneys’ fees and
costs.



     6. Successors and Assigns. This Assignment shall inure to the benefit of, and be
binding upon, the successors, executors, administrators, legal representatives and assigns of the
parties hereto.



     IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first
set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	“ASSIGNOR”	 	SHOPOFF ADVISORS, L.P., a Delaware limited
	 	 	partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	The Shopoff Corporation, a Delaware 

corporation, its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ William A. Shopoff 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	William A. Shopoff, President
	 
	 	 	 	 	 	 	 	 	 	 
	“ASSIGNEE”	 	SPT — LAKE ELSINORE HOLDING CO., LLC a
	 	 	Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Shopoff Partners, L.P., a Delaware limited

partnership, its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Shopoff General Partner, LLC, a
	 	 	 	 	 	 	Delaware limited liability company,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Shopoff Properties Trust, Inc.

a Maryland corporation, its
Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ William A. Shopoff 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	William A. Shopoff,
	 

	 	 	 	 	 	 	 	 	 	President and CE







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