exv10w1






Exhibit 10.1




SECOND AMENDMENT TO

RESTRICTED SHARE AGREEMENT




     THIS SECOND AMENDMENT TO RESTRICTED SHARE AGREEMENT (this “Amendment”) is entered into by and
between Paragon Real Estate Equity and Investment Trust, a Maryland real estate investment trust
(the “Trust”), and                      (the “Trustee”), as of September 21, 2009 (the “Effective
Date”).



     WHEREAS, the Trust and the Trustee are parties to that certain Restricted Share Agreement
dated September 29, 2006 (the “Original Agreement”);



     WHEREAS, under the Original Agreement, the Trust agreed to issue to the Trustee, and the
Trustee agreed to receive 12,500 restricted shares of the Trust’s Class C Convertible Preferred
Shares (the “Restricted Shares”) in exchange for the Trustee’s services as a trustee of the Trust
for a prescribed period of time;



     WHEREAS, the Restricted Shares are subject to forfeiture and restricted from being transferred
by the Trustee until the completion of a prescribed vesting schedule;



     WHEREAS, as of the Effective Date the Restricted Shares are nonvested, subject to substantial
risk of forfeiture and nontransferable;



     WHEREAS, the Trustee and the Trust have agreed to amend the Original Agreement to extend the
period for which the Trustee shall provide services as a trustee of the Trust and to postpone the
vesting of the Restricted Shares until the completion of that extended period;



     WHEREAS, the Board of Trustees of the Trust has determined that the provisions of this
Amendment, including the extension of the period for which the Trustee shall serve as a trustee of
the Trust and the postponement of the vesting of the Restricted Shares, are in the best interest of
the Trust.



          NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to amend the Original Agreement as follows:




          1. Defined Terms. Capitalized words and phrases not otherwise defined herein shall
have the meanings set forth in the Original Agreement.




          2. Extension of Period of Services. Section 1 of the Original Agreement is hereby
amended and restated in its entirety as follows:





“1) GRANTING OF RESTRICTED SHARES. The Trust will issue to the Trustee a total of
12,500 restricted shares of the Trust’s Class C Convertible Preferred Shares
(“Restricted Shares”) for his services as a trustee of the Trust for the period
beginning as of the date of this Agreement through September 29, 2010.”



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          3. Extension of Period of Restrictions on Transferability. The third sentence of
Section 2 of the Original Agreement is hereby amended and restated in its entirety as follows:





“However, the holder of any Restricted Shares may not otherwise transfer, sell,
assign or dispose of any of the Restricted Shares until they have vested as provided
for in this Agreement; provided however, that notwithstanding whether or not some or
all of the Restricted Shares have vested as provided for in this Agreement, the
holder of any Restricted Shares may not transfer or sell any of the Restricted
Shares until the fourth anniversary of the date of this Agreement.”



          4. Extension of Vesting Period. The first sentence of Section 3 of the Original
Agreement is hereby amended and restated in its entirety as follows:





“The Restricted Shares will vest upon the latest to occur of:




	 	(i)	 	a public offering by the Trust sufficient to liquidate
the Restricted Shares;
	 
	 	(ii)	 	an exchange of the Trust’s existing shares for new
shares, and
	 
	 	(iii)	 	September 29, 2010.”





          5. Extension of Forfeiture Period. The last sentence of Section 3 is hereby amended
and restated in its entirety as follows:





“The holder of the Restricted Shares will automatically and without notice be
forfeited and cease to have any right, title or interest to any of the Restricted
Shares that remain subject to forfeiture immediately if the Trustee resigns from
being a member of the Board of Trustees of the Trust prior to September 29, 2010.”



          6. Terms of Original Agreement Ratified and Confirmed. Except as expressly modified,
amended or supplemented by this Amendment, all terms, covenants and conditions of the Original
Agreement remain unchanged and in full force and effect. The parties hereto hereby acknowledge
that all of the terms, covenants and conditions of the Original Agreement, as hereby modified,
amended or supplemented by this Amendment, are hereby ratified and confirmed and shall continue to
be and remain in full force and effect throughout the remainder of the term of the Original
Agreement, and that the Original Agreement and this Amendment shall be read and interpreted as if
it was one agreement.




          7. Conflict. In the event of a conflict between the terms and conditions of this
Amendment and the terms and conditions of the Original Agreement, such conflict shall be resolved
in favor of the terms and conditions of this Amendment and the Original Agreement shall be
construed accordingly.




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          8. Binding Effect and Counterparts. It is understood and agreed that this Amendment
shall not be binding upon any of the parties hereto until all of the parties hereto shall have
executed and delivered the same. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one agreement, and the
signature of any party to any counterpart shall be deemed to be a signature to, and may be appended
to, any other counterpart. Delivery of an executed counterpart of this Amendment by facsimile
shall be equally as effective as delivery of a manually executed counterpart of this Amendment.
Any party delivering an executed counterpart of this Amendment by facsimile also shall deliver a
manually executed counterpart of this Amendment, but failure to deliver a manually executed
counterpart shall not affect the validity, enforceability and binding effect of this Amendment.




          9. Governing Law; Amendments. The construction, interpretation, and enforcement of
this Amendment shall be governed by the laws of the State of Ohio, without resort to choice of law
principles. In the event any provision of this Amendment is deemed to be unenforceable under
applicable law, the remaining provisions of this Amendment shall not be affected and shall remain
enforceable unless the effect of the unenforceability of the provision at issue materially alters
the agreement evidenced hereby. This Amendment cannot be changed orally, and can be changed only
by an instrument in writing signed by the party against whom enforcement of such change is sought.




     IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.



	 	 	 	 	 
	 	PARAGON REAL ESTATE EQUITY AND

INVESTMENT TRUST, a Maryland real estate

investment trust

 	 
	 	/s/ John J. Dee
 	 
	 	By:  	John J. Dee 	 
	 	Its:  	   Secretary 	 
	 
	 	 	 
	 	
 	 
	 	Trustee 	 
	 	 	 
	 




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