exv10w1






Exhibit 10.1




MEMBERSHIP INTEREST PURCHASE AGREEMENT




     THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of August
14, 2008 (the “Effective Date”), by and between STIRR SoCal Portfolio II, LLC, a Delaware limited
liability company (the “Seller”) and Pacific Office Properties, L.P., a Delaware limited
partnership (the “Purchaser”) all of whom or which shall sometimes collectively be referred to
herein as the “Parties” and individually as a “Party.”



RECITALS




     A. Seller is a Member of and holds a Membership Interest in POP SoCal Partners,
LLC, a Delaware limited liability company (the
“Company”). The affairs of the Company, its
management, and the rights, duties, privileges, preferences and obligations of its members are
currently set forth in and governed by that certain POP SoCal Partners, LLC Limited Liability
Agreement dated as of September 26, 2007 (as amended from time to time, the “LLC
Agreement”). Capitalized terms used in this Agreement without definition shall, unless the
context clearly indicates otherwise, have the meanings ascribed to such terms in the LLC
Agreement.



     B. Seller currently is the manager of the Company and currently owns a membership
interest in the company, in each case as more particularly set forth in the LLC Agreement
(such membership interest of the Seller, as set forth in such LLC Agreement, being referred to in
this Agreement as the “Seller’s Membership Interest”).



     C. The Company is the sole member of and owns all of the membership interests in
POP SoCal Mezzanine, LLC, a Delaware limited liability company (“POP Mezz”), and POP
Mezz is the sole member of and owns all of the membership interests in both SoCal GP, LLC, a
Delaware limited liability company (“GP LLC”) and SoCal GP II, LLC, a Delaware limited
liability company (“GP II LLC”).



     D. GP LLC is the sole general partner of (and owns an 0.5% economic interest in)
and POP Mezz is the sole limited partner of (and owns a 99.5% economic interest in), each of
the following Delaware limited partnerships: (i) LaPalma Flex, LP; (ii) Poway Flex, LP; (iii) Via
Frontera, LP; (iv) SC Executive Center, LP; (v) Yorba Linda BP, LP; (vi) Gateway Corporate
Center, LP; and (vii) Savi Tech Center, LP (collectively, the
“SoCal Project Owners”).



     E. GP II LLC is the sole general partner of (and owns an 0.5% economic interest in)
and POP Mezz is the sole limited partner of (and owns a 99.5% economic interest in) Carlsbad
CC, LP, a Delaware limited partnership (the “Carlsbad Project Owner” and, together with the
SoCal Project Owners, the “Project Owners”) (the Project Owners, together with the Company,
GP LLC and POP Mezz, are also sometimes collectively referred to as the “POP Affiliates” and
each individually as a “POP Affiliate”).



     F. The Project Owners collectively own the Project (as defined in the LLC
Agreement).



 









 





     G. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of
Seller’s Membership Interest in the Company upon the terms and conditions set forth in this
Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:



AGREEMENT




     1. Purchase, Sale and Assignment of Seller’s Membership Interest. Purchaser
hereby agrees to, and hereby does, purchase and acquire from Seller, and Seller hereby agrees
to, and hereby does, sell, transfer and convey to Purchaser, all of the Seller’s right, title and
interest in and to the Seller’s Membership Interest, subject to and in accordance with the terms and
conditions of this Agreement (the “Assignment”), which Assignment shall be and hereby is
effective as of the Effective Date of this Agreement. The term “Seller’s Membership
Interest” includes, without limitation: (a) all of Seller’s right, title and interest in and to the
Seller’s Membership Interest, including all capital, profits, losses and distributions of cash flow of
the Company relating thereto; (b) Seller’s entitlement to any priority returns with respect
thereto (including amounts attributable to the STIRR Preferred Return Account and/or Minimum Profit
Amounts, as each term is defined in the LLC Agreement), if any, from the Company; and (c) any
and all other rights, privileges, preferences and obligations granted to Seller or that Seller
may have or hold in the Company with respect to such Seller’s Membership Interest, including, but
not limited to, the rights, privileges, preferences and obligations granted to and/or imposed
upon the Managing Member (provided, however, that Purchaser’s rights with respect to any Minimum
Profit Amounts shall begin only with such Minimum Profit Amounts as accrue pursuant to the
LLC Agreement beginning with the last business day of August, 2008, with any such prior
accrued amounts being for the benefit of the Seller).



     2. Form of Assignment. Concurrently herewith, Seller and Purchaser shall each
execute and deliver counterparts of the Assignment of Membership Interests in the form
attached hereto as Exhibit A (the “Assignment Instrument”).



     3. Purchase Price. As consideration for the Assignment, on and as of the Effective
Date, Purchaser shall pay to Seller the sum of Four Million Two Hundred Forty-Three Nine
Hundred Eighteen Dollars and No Cents ($4,243,918.00) (the “Purchase Price”). The Purchase
Price shall be payable by Purchaser to Seller by delivery to Seller of a Promissory Note in
the amount of the Purchase Price, in the form attached here to as Exhibit B. The
Promissory Note shall at all times be an unsecured obligation of the maker thereunder.



     4. Representations and Warranties of Seller. Seller hereby represents and warrants
to Purchaser that the following matters are true and correct as of the Effective Date and
covenants as follows:




          4.1 Seller’s Membership Interest. Seller owns the Seller’s Membership Interest, free
and clear of any and all liens, encumbrances and interests of any third parties. Seller has good
right and lawful authority to assign, transfer and deliver the Seller’s Membership Interest and
the Assignment Instrument as provided herein.




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          4.2 Title to Project. The Company owns (both beneficially and of record) all
of the issued and outstanding membership interests of POP Mezz, free and clear of any and all
liens, encumbrances and interests of any third parties. POP Mezz owns (both beneficially and
of record) all of the issued and outstanding membership interests of both GP LLC and GP II LLC,
in each case, free and clear of any and all liens, encumbrances and interests of any third
parties. POP Mezz owns (both beneficially and of record) all of the issued and outstanding limited
partnership interests of each Project Owner, free and clear of any and all liens, encumbrances
and interests of any third parties. GP LLC owns (both beneficially and of record) all of the
general partnership interests in each SoCal Project Owner, free and clear of any and all
liens, encumbrances and interests of any third parties. GP II LLC owns (both beneficially and of
record) all of the general partnership interests in the Carlsbad Project Owner, free and clear
of any and all liens, encumbrances and interests of any third parties. The Project Owners own fee
simple title to the Project, subject only to the Permitted Exceptions (as defined in Section
8.1, below).




          4.3 Seller’s Deliveries. All items delivered by Seller pursuant to this
Agreement, are, to Seller’s knowledge, true, accurate, correct and complete in all material
respects, and fairly present the information set forth in a manner that is not materially
misleading. Seller has delivered or made available to Purchaser copies of all of the
material Leases and other material agreements relating to or affecting the ownership and operation of
the Project and to Seller’s knowledge, such copies are true and complete.




          4.4 Defaults. To Seller’s knowledge, neither the execution of this Agreement
nor the consummation of the transactions contemplated by this Agreement will: (a) conflict
with, or result in a breach of, the terms, conditions or provisions of, or constitute a
default under, any agreement or instrument to which the Seller and/or any POP Affiliate is a party or by
which the Seller and/or any POP Affiliate or the Project is bound, (b) violate any restriction,
requirement, covenant or condition to which Seller and/or any POP Affiliate is subject or by
which Seller and/or any POP Affiliate or the Project is bound, (c) constitute a violation of
any applicable code, resolution, law, statute, regulation, ordinance, rule, judgment, decree or
order applicable to the Seller and/or any POP Affiliate, or (d) result in the cancellation of any
contract or Lease pertaining to the Project; except in any instance in any of (a) — (d) such as would
not have a Material Adverse Effect. To Seller’s knowledge, no authorization, approval or other
action by and, no notice to or filing with, any Governmental Authority is required for
assignment and transfer of the Seller’s Membership Interest to Purchaser hereunder or for the execution
or delivery of the Assignment Instrument.




          4.5 Contracts. To Seller’s knowledge, and except with respect to property
management agreements and other service agreements that are normal and customary for the
operation of the Project, there are no contracts relating to the management, leasing,
operation, maintenance or repair of the Project, except those which may be terminated without penalty or
other payment by one or more of the Project Owners (or its assignee, including Purchaser, or
successor) upon no more than thirty (30) days’ prior notice.




          4.6 Leases. With respect to each Lease and to Seller’s knowledge:




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               (a) such Lease is legal, valid, binding, enforceable and in full force
and effect in accordance with its respective terms, subject to the qualification that the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’
rights generally, and except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any proceeding for the
enforcement thereof may be brought and further subject to any other legal defenses to
enforcement that may be available to the lessor thereunder;



               (b) neither the landlord under such Lease nor any other party to such
Lease is in breach or default (subject to applicable notice and cure periods) that would have
a Material Adverse Effect; and no event has occurred that permits termination, modification or
acceleration, such that any such termination, modification or acceleration would have a
Material Adverse Effect;



               (c) neither the landlord under the Lease nor any other party to such
Lease has repudiated (in writing) any provision thereof, such that any such repudiation would
have a Material Adverse Effect;



               (d) neither Seller nor any POP Affiliate has received any written
notice of any pending disputes under such Lease, nor is there any forbearance program in
effect as to such Lease, such that any such dispute or forbearance program would have a Material
Adverse Effect; and



               (e) neither Seller, the Company, POP Mezz, GP LLC, nor the Project
Owners have received any written notice from any governmental authority having jurisdiction
over the Project (“Governmental Authority”) alleging the failure of either or both of the
Project and the tenant under the applicable Lease to comply with all
applicable laws, rules and
regulations in all material respects, such that any such failure would have a Material Adverse
Effect.



          4.7 Physical Condition. To Seller’s knowledge, all of the Improvements (as
defined in the LLC Agreement) that are material to the operation of the Project are in good
operating condition and repair, subject only to ordinary wear and tear, maintenance and
capital expenditures in the ordinary and normal course of the ownership and operation of the Project.
To Seller’s knowledge, there is no existing patent or latent structural or other physical
defect or deficiency in the condition of the Project, or any component or portion thereof, that would
have a Material Adverse Effect.




          4.8 Compliance with Laws and Codes. To Seller’s knowledge, the Project,
and the use and operation thereof, is (or the use and operation of any component, portion or
area of the Project is) in material compliance with applicable municipal and other governmental
laws, ordinances, regulations, codes. Each of the Project Owners possesses the material licenses,
permits and authorizations for the use, occupancy and operation of its respective portion of
the Project as it is presently being operated, except where such violation or failure would not
have a Material Adverse Effect. To Seller’s knowledge, no notice, citation, summons or order has been
issued, nor has Seller or any POP Affiliate received any written notice from any Governmental





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Authority that any investigation or review is pending or threatened by such Governmental Authority
with respect to any alleged violation by either of the Project Owners of any such laws, statutes,
rules, regulations or orders, except where the failure to comply with the same would not have a
Material Adverse Effect.




          4.9 Litigation. There are no pending, or to Seller’s knowledge, threatened
judicial, municipal or administrative proceedings affecting the Project or against either of
the Project Owners affecting the use, ownership or operation of the Project or any portion
thereof, except in any such case as would not have a Material Adverse Effect.




          4.10 Insurance. The Project Owners now have in force customary insurance
relating to the Project, or as may be required by any lender in connection with the Property
Indebtedness with respect to the Project (the “Insurance”). To Seller’s knowledge, none of
the Project Owners have received any written notice of cancellation or non-renewal with respect
to, or disallowance of any claim for any matter related to the Project under, any policy
evidencing the Insurance.




          4.11 Authority. Seller has obtained all necessary consents for the execution
and delivery of this Agreement and the Member Instrument by Seller. The performance of this
Agreement by Seller has been duly authorized by Seller and this Agreement is the valid and
binding obligation of Seller and enforceable against Seller in accordance with its terms,
except to the extent enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principals and doctrines of general
application.




          4.12 Environmental Matters.




               (a) To Seller’s knowledge, there is no Environmental Claim (as
hereinafter defined) pending or threatened against (i) the Project or (ii) any of the Project
Owners that relates to the Project and that would have a Material Adverse Effect.



               (b) To the knowledge of Seller, there are no past (during the period of
time in which the Project Owners have had an interest in the Project) or present actions,
activities, circumstances, conditions, events or incidents, including, without limitation, the
handling, manufacture, treatment, storage, use, generation, release, emission, discharge,
presence or disposal of any Hazardous Substances (as hereinafter defined), either
collectively, individually, or severally, that constitute a violation of any Environmental Laws and that
would have a Material Adverse Effect.



               (c) To the knowledge of Seller, there has been no release of any
Hazardous Substance on, in, at, under or from the Project during the period of time that the
Project Owners have held an interest in the Project, which release would have a Material
Adverse Effect.



               (d) To the knowledge of Seller: (i) there are no above ground or
underground storage tanks currently located on any Land on which the Project is situated, such
that the existence thereof would have a Material Adverse Effect; and (ii) there are no friable



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asbestos or friable asbestos containing materials on the Project, such that the existence thereof
would have a Material Adverse Effect.




               (e) Seller has no knowledge of any release, discharge, spillage, uncontrolled loss, seepage
or filtration of oil, petroleum or chemical liquids or solids, liquid or gaseous products or any
hazardous waste or hazardous substance (as those terms are used in the Comprehensive Environmental
Response, Compensation and Liability Act of 1986, as amended, the Resource Conservation and
Recovery Act of 1976, as amended, or in any other applicable federal, state or local laws,
ordinances, rules or regulations relating to protection of public health, safety or the
environment, as such laws may be amended from time to time) at, upon, under or within the Project
that would have a Material Adverse Effect.



          4.13 Rent Roll. Seller has delivered to Purchaser rent rolls for the Project on
Seller’s usual and customary form, which rent rolls are true, correct and complete in all
material respects.




          4.14 United States Person. Seller is not a “foreign person” within the meaning
of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.




          4.15 Condemnation. Seller has no knowledge of pending or contemplated
condemnation or other governmental taking proceedings affecting all or any part of the
Project.




          4.16
Disclosure. To Seller’s knowledge, no representation or warranty in this
Agreement, no exhibit attached hereto with respect to the Project, and no schedule contained
in this Agreement contains any untrue statement of a material fact, or omits to state a material
fact necessary in order to make the statements contained therein not misleading, or necessary in
order to provide Purchaser with adequate information as to the Project and the management,
operation, maintenance and repair thereof. To Seller’s knowledge, there is no fact known to Seller which
has, or which, to Seller’s knowledge, could reasonably have been foreseen by Seller as likely
to have, a Material Adverse Effect on the management, operation, maintenance and repair of the
Project which has not been disclosed herein, in any schedule attached hereto, or in any
written document furnished by Seller to Purchaser under this Agreement or in connection with the
transactions contemplated hereby.




          4.17 Financial Statement. Attached hereto as Exhibit C is a balance sheet
which shows, on a consolidated basis, all of the material assets and liabilities of the
Company and the POP Affiliates as of the Effective Date.




          4.18 Tax-Related Issues. To the knowledge of Seller, each POP Affiliate has
timely filed with the appropriate taxing authorities all returns (including without limitation
informational returns and other material information) in respect of Federal, State and local
taxes (collectively “Taxes”) required to be filed through the date hereof (and for which an
extension has not been obtained) and Seller will timely file any such returns required to be filed (a)
on or prior to the Effective Date and (b) with respect to all periods ending on or before the
Effective Date. The returns and other information filed (or to be filed) are complete and accurate in
all material respects. All material Taxes of each POP Affiliate which are or were due and owing on
or before the Effective Date have been timely paid and, to the knowledge of Seller, no POP




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Affiliate has any material liability for Taxes in excess of the amounts so paid. All material Taxes
that any POP Affiliate has been required on or before the Effective Date to collect or withhold
have been duly collected or withheld and, to the extent required to be paid on or before the
Effective Date have been duly paid to the proper taxing authority and no material deficiencies for
Taxes of any POP Affiliate have been claimed, proposed or assessed by any taxing or other
Governmental Authority. There are no pending or, to Seller’s knowledge, threatened audits,
investigations or claims for or relating to any material additional liability to any POP Affiliate
in respect of Taxes, and there are no matters under discussion with any governmental authorities
with respect to Taxes that in reasonable judgment of Seller, is likely to result in a material
additional liability for Taxes. To the knowledge of Seller, there are
no liens for Taxes (other than
for current Taxes not yet due and payable) on any of the assets of any POP Affiliate. Seller is a
United States person within the meaning of Section 7701 of the Code.




          4.19 No Other Representation or Warranty. Except as expressly set forth in this
Section 4, Seller makes no express or implied warranty of any kind whatsoever. ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND
EXCEPT TO THE LIMITED AND SPECIFIC EXTENT PROVIDED HEREIN OR IN THE MASTER AGREEMENT TO THE
CONTRARY, CONTRIBUTION OF THE PROJECT IS ON A STRICT “AS-IS” BASIS. Subject to Seller’s
representations and warranties in this Section 4, Purchaser hereby acknowledges that
Purchaser has, to the extent desired and deemed consistent with good commercial practice and at
Purchaser’s sole cost and expense, completed an investigation and inspection of the Project
including, without limitation, such investigations to determine whether or not Purchaser has the
necessary governmental approvals to utilize the Project for Purchaser’s proposed use,
investigations regarding lot line/boundary line adjustments affecting the Project and
compliance/non-compliance of the Project with applicable setback requirements (including, without
limitation, side yard setbacks), such investigations to determine whether or not the necessary
utilities are in order to support Purchaser’s proposed use, such soils, engineering and
environmental studies as may be necessary to assess the condition of the Project and the
suitability of the Project for Purchaser’s intended uses, and 

inspection(s) of the structure, roof,
heating, ventilation, air conditioning, electrical and plumbing systems and other components of the
Building, the parking areas and other common areas located in, on or
about the Project. The
foregoing acknowledgment by Purchaser shall not be deemed to waive or qualify Seller’s
representations and warranties in this Section 4.




     5. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that as of the Effective Date:



          5.1 Purchaser has all requisite power and authority to execute and deliver this
Agreement and to perform all of its obligations hereunder and consummate the transactions
contemplated hereby. All requisite partnership and other actions have been taken to
authorize and approve the execution, delivery and performance by Purchaser of this Agreement and the
transactions contemplated hereby.




          5.2 The execution, delivery and performance by Purchaser of this Agreement,
and the consummation of the transactions contemplated hereby, will not (a) violate any
provision of the organizational documents of Purchaser; (b) violate, conflict with or result in a breach
of or




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default under any term or provisions of any contract or agreement to which Purchaser is a party or
by or to which Purchaser or any of its assets or properties are or may be bound or subject; or (c)
violate any order, judgment, injunction, award or decree of any court or arbitration body, or any
governmental, administrative or regulatory authority or any other body, by or to which Purchaser
is or may be bound.




     6. Survival. Unless expressly provided otherwise in another part of this Agreement,
all representations and warranties made in this Agreement by Seller or Purchaser shall survive
the Closing for a period of one hundred twenty (120) days, and in the event that Purchaser
determines (acting in good faith) that a breach of anyone or more of such representations or
warranties occurred prior to Closing, then, in order to preserve its claim, Purchaser shall be
required to file suit against Seller in connection with such breach within the aforesaid one
hundred twenty (120) day survival period. If Purchaser fails to timely comply with the
foregoing sentence, then Purchaser shall automatically be deemed to have irrevocably waived its right to
any remedy with respect to any representation or warranty allegedly breached (prior to
Closing) by Seller. As used in this Agreement with respect to any representation or warranty, the
“knowledge” of Seller refers to the actual knowledge of any or all of Jay H. Shidler, Lawrence
J. Taff and James C. Reynolds.



     7. Availability of Records; Audit Representation Letter. Upon Purchaser’s request,
for a period of two (2) years after Effective Date, Seller shall make its records (financial
or otherwise) maintained in connection with the ownership and operation of Seller’s interest in
the Project (the “Records”) available to Purchaser for inspection, copying and audit by
Purchaser’s designated accountants, as reasonably necessary in order for Purchaser (or any of its
affiliates) to comply with any SEC or similar reporting obligations imposed upon Purchaser (or any of its
affiliates). Without limitation of the foregoing in this Section 7, Seller agrees to
abide by the terms of Exhibit D attached hereto. At any time within two (2) years after the
Effective Date, Seller further agrees to provide to Purchaser’s designated independent auditor, upon request
of Purchaser or such auditor: (a) access (to the same extent to which Purchaser would be entitled
to such access) to the books and records of the Project and all related information (including
the information listed on Exhibit D) regarding the period for which Purchaser is required
to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a
representation letter delivered by each managing agent of the Project regarding the books and
records of the Project, in substantially the form as attached hereto as Exhibit E.



     8. Miscellaneous.



          8.1 Certain Defined Terms. As used in this Agreement, the following terms shall
have the meanings provided below:




               (a) “Environmental Claim” means any claim, order, investigation, action, suit, proceeding,
injunction, demand, citation, summons, directive, fine, penalty, assessment or violation of or
under any Environmental Laws, including, without limitation, any claim, order, investigation,
action, suit, proceeding, injunction, demand, citation, summons, directive, fine, penalty,
assessment or violation brought or issued by any Governmental Authority, and any written notice
advising any of the Project Owners of any of the foregoing or of any fact, event or condition that
is the basis for the assertion of any of the foregoing.



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               (b) “Environmental Laws” means all applicable laws, statutes,
enactments, orders, regulations, rules and ordinances of any Governmental Authority relating
to pollution or protection of human health, safety, the environment, natural resources or laws
relating to releases or threatened releases of Hazardous Substances into the indoor or outdoor
environment (including, without limitation, ambient air, surface water, groundwater, land,
surface and subsurface strata) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, release, transport or handling of Hazardous Substances, including,
without limitation (as applicable), the Comprehensive Environmental Response, Compensation
and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49
U.S.C. App. §1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et
seq.), the Clean Water Act (33 U.S.C. §1251 et
seq.), the Clean Air Act (42 U.S.C. § 7401
et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), and the Occupational
Safety and Health Act (29 U.S.C. §653 et seq.), all as amended from time to time and the regulations
promulgated pursuant thereto.



               (c) “Hazardous Substances” means any chemicals, materials or
substances which are defined or regulated as dangerous, toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous or as a pollutant or
contaminant under any Environmental Law, including but not limited to urea-formaldehyde,
polychlorinated biphenyls, asbestos or asbestos-containing materials, petroleum and petroleum
products.



               (d) “Material Adverse Effect” shall mean an effect that would
reasonably be expected to be material and adverse to the financial condition, business, or
results of operations of Seller, the POP Affiliates or the Project, or that would materially and
adversely affect the ability of Seller and Purchaser to consummate the transactions hereunder.



               (e) “Permitted Exceptions” shall mean:




     (1) real estate taxes and assessments not yet due and payable;




     (2) covenants, restrictions, easements and other similar
agreements, provided that the same are not violated by
existing improvements or the current use and operation of the Project, or if so
violated that the same do not materially impair the value of the Project
and that the violation of the same will not result in a forfeiture or
reversion of title;




     (3) zoning laws, ordinances and regulations, building codes
and other governmental laws, regulations, rules and orders affecting the
Project, provided that the same are not violated by existing
improvements or the current use and operation of the Project, or if so violated that
the same do not materially impair the value of the Project or that such
violation will not result in a forfeiture or reversion of title;




     (4) any minor imperfection of title which (a) does not affect the
current use, operation or enjoyment of the Project, (b) does not render
title



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to the Project unmarketable or uninsurable, and (c) does not materially
impair the value of the Project;




     (5) The unpaid mortgage debts currently secured by the
Project;




     (6) any Leases with respect to the Project; and




     (7) any encroachments or any other matters evidenced by an
owner’s title insurance policy in the name of any Project Owner or as
disclosed by an existing survey procured by or on behalf of any Project
Owner.



          8.2 Entire Agreement. This Agreement, including the Exhibits referred to
herein, constitutes the entire contract between the parties with respect to the subject matter
covered by this Agreement. This Agreement supersedes all previous
representations, arrangements, agreements and understandings by and among the parties with respect to the
subject matter covered by this Agreement, and any such representations, arrangements,
agreements and understandings are hereby cancelled and terminated in all respects. This
Agreement may not be amended, changed or modified except by a writing duly executed by the
Purchaser and Seller.




          8.3 Severability. If any provision of this Agreement, or any portion of any
such provision, is held to be unenforceable or invalid, the remaining provisions and portions
shall nevertheless be carried into effect.




          8.4 Remedies. All rights and remedies of the parties are separate and
cumulative, and no one of them, whether exercised or not, shall be deemed to be to the
exclusion of or to limit or prejudice any other legal or equitable rights or remedies which the parties
may have, except as otherwise expressly limited herein. Subject to the limitations or remedies
imposed elsewhere in this Agreement, the parties shall not be deemed to waive any of their
rights or remedies thereunder, unless such waiver is in writing and signed by the party to be bound.
No delay or omission on the part of either party in exercising any right or remedy shall operate
as a waiver of such right or remedy or any other right or remedy. A waiver on anyone occasion shall
not be construed as a bar or waiver of any right or remedy on any future occasion.




          8.5 Headings. The headings contained in this Agreement are for convenience
only and are not a part of this Agreement, and do not in any way interpret, limit or amplify
the scope, extent or intent of this Agreement, or any of the provisions of this Agreement.




          8.6 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, but all of which together shall constitute one and the
same agreement. This Agreement may be executed and delivered by facsimile transmission with the
same force and effect as an ink-signed document.




          8.7 Governing Law; Jurisdiction and Venue. This Agreement shall be
governed by and interpreted in accordance with the laws (other than that body of law relating
to conflicts of law) of the State of Delaware. The proper venue for any claims, causes of action
or




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other proceedings concerning this Agreement shall be in the state and federal courts located in the
State of California.




          8.8 No Third Party Beneficiary. This Agreement creates rights and duties
only between the parties, and no third party is or shall be deemed to be or shall have any
rights as a third party beneficiary, except as explicitly set forth herein.




          8.9 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective successors, assigns and legal and personal
representatives.




          8.10 Notices. All notices required or permitted hereunder shall be given in
writing and shall be effective for all purposes if hand delivered or sent by (a) certified or
registered United Sates mail, postage prepaid, return receipt requested, (b) expedited prepaid
delivery service, either commercial or United States Postal Service, with proof of attempted
delivery, or (c) telecopier (with answer back acknowledged), addressed as follows (or such
other address and person or entity as shall be designated from time to time by any party hereto, as
the case may be, to the other parties hereto in the manner proved for in this Section
5.10:




	 	 	 	 	 
	 

	 	If to Seller:
	 	STIRR SoCal Portfolio II, LLC
	 

	 	 	 	10188 Telesis Court, Suite 222
	 

	 	 	 	San Diego, California 92121
	 

	 	 	 	Attention: James R. Ingebritsen or Matthew J. Root
	 
	 	 	 	 
	 

	 	If to Purchaser:
	 	Pacific Office Properties, L.P,
	 

	 	 	 	233 Wilshire Boulevard, Suite 830
	 

	 	 	 	Santa Monica, California 90401
	 

	 	 	 	Attention: James M. Kasim
	 
	 	 	 	 
	 

	 	If to Company:
	 	POP SoCal Partners, LLC
	 

	 	 	 	10188 Telesis Court, Suite 222
	 

	 	 	 	San Diego, California 92121
	 

	 	 	 	Attention: James M. Kasim






[Remainder of Page Intentionally Left Blank]




11









 





     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STIRR SOCAL PORTFOLIO II, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	JCR Manager, LLC	 	 
	 	 	 	 	a Delaware limited liability company	 	 
	 	 	 	 	Its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James Reynolds	 	 
	 

	 	 	 	Its:
	 	 

MANAGER
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PACIFIC OFFICE PROPERTIES, L.P.	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pacific Office Properties Trust, Inc.	 	 
	 	 	 	 	a Maryland corporation	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By: /s/ James M. Kasim
	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	       Name:
	 	 

James M. Kasim
	 	 
	 

	 	 	 	       Its: Chief Financial Officer
	 	 






CONSENTED TO:




POP SOCAL PARTNERS, LLC

a Delaware limited liability company




	 	 	 	 	 	 	 	 	 
	 	 	By:	 	STIRR SoCal Portfolio II, LLC	 	 
	 	 	 	 	a Delaware limited liability company
	 	 	 	 	Its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: JCR Manager, LLC	 	 
	 	 	 	 	a Delaware limited liability company	 	 
	 	 	 	 	Its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James Reynolds	 	 
	 

	 	 	 	Its:
	 	 

MANAGER
	 	 






[Signature
Page to Membership Interest Purchase Agreement]




 









 





SCHEDULE OF EXHIBITS





	A.	 	Assignment Instrument
	 
	B.	 	Promissory Note
	 
	C.	 	Balance Sheet
	 
	D.	 	SEC Reporting Requirements
	 
	E.	 	Form of Audit Representation Letter





[Schedule of Exhibits]