exv10w2






Exhibit 10.2




ASSIGNMENT AND ASSUMPTION AGREEMENT




     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the
31st day of December, 2008 (the “Effective Date”) by and among PULTE HOME
CORPORATION, a Michigan corporation (“Assignor”) and SPT — SWRC, LLC, a Delaware limited
liability company (“Assignee”).



RECITALS




     A. Assignor is the owner of certain real property located in Riverside County,
California described on Exhibit A attached hereto (the “Property”).



     B. Assignor has entered into those certain contracts relating to the Property
listed on Exhibit B attached hereto (the “Contracts”).



     C. Assignor has agreed to convey the Property to Assignee, and Assignee has
agreed to receive the Property from Assignor.



     D. In connection with the transfer of the Property, Assignor has agreed to
assign, and Assignee has agreed to assume, all rights and obligations of Assignor under the
Contracts, subject to the terms and conditions of this Agreement.



AGREEMENT




     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficient of which is hereby acknowledged,
the parties hereto agree as follows:



     1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s right,
title and interest under the Contracts.



     2. Assumption. Assignee hereby assumes and agrees to perform all of
Assignor’s obligations under the Contracts from and after the Effective Date.



     3. Indemnifications. Assignee agrees to indemnify, protect, defend and hold Assignor
harmless from and against any and all liabilities, losses, costs, damages and expenses (including
reasonable attorneys’ fees) directly or indirectly arising out of or related to any breach or
default in Assignee’s obligations hereunder.



     4. Counterparts. This Agreement may be executed in two or more counterparts each of
which shall be deemed an original, but all of which together shall constitute but one and the same
instrument.



 









 





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



	 	 	 	 	 
	 	ASSIGNOR:



PULTE HOME CORPORATION,
 a Michigan
corporation

 	 
	 	By:  	/s/ Scott Pasternak	 
	 	 	Name: 	Scott Pasternak 	 
	 	 	Title:  	ATTORNEY-IN-FACT 	 
	 
	 	ASSIGNEE:



SPT — SWRC, LLC,

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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



	 	 	 	 	 
	 	ASSIGNOR:



PULTE HOME CORPORATION,
 a Michigan
corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE:



SPT — SWRC, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ William A. Shopoff
 	 
	 	 	Name:  	By William A. Shopoff, 	 
	 	 	Title:  	President and CEO of Shopoff Properties Trust,
Inc., a Maryland corporation, as Managing Member of
Shopoff General Partner, LLC, a
Delaware LLC, as General Partner
of Shopoff Partners, LP, a
Delaware LP as Managing Member of
SPT — SWRC, LLC 	 
	 




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EXHIBIT A




LEGAL DESCRIPTION





A-1