Third Amendment To Master Formation And Contribution Agreement

Exhibit 10.1 THIRD AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER
FORMATION AND CONTRIBUTION AGREEMENT This THIRD AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this " Amendment" ), dated as of March 27, 2007, is entered into by and between, ARIZONA LAND INCOME CORPORATION, an Arizona corporation (together with any successor by merger, " AZL" ), and POP VENTURE, LLC, a Delaware limited liability company (" POP" ). A. The parties hereto have entered into that certain Master Formation and Contribution Agreement, dated as of October 3, 2006, that certain Amendment and Exhibit Acknowledgement to Master Formation and Contribution Agreement dated November 2, 2006 and that certain Second Amendment and Exhibit Acknowledgement to Master Formation and Contribution Agreement dated December 9, 2006 (such agreement, as so amended, the " Master Agreement" ). B. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Master Agreement. C. The parties hereto have agreed to certain changes in the executive officers of the Surviving Corporation as well as changes in the terms of the Preferred Units. D. The parties hereto desire to amend and modify the Master Agreement in accordance with the terms and subject to the conditions set forth in this Amendment. As amended and modified by this Amendment, the Master Agreement may be referred to as the " Agreement ." NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Amendment to Section 7.4 of the Master Agreement . Section 7.4 of the Master Agreement is hereby deleted and replaced in its entirety with the following: " 7.4 Executive Officers . Effective as of the Closing Date, the officers of the Surviving Corporation shall include Dallas E. Lucas as Chief Executive Officer, Lawrence J. Taff as Chief Financial Officer and Assistant Secretary, Russell Beecher as Chief Investor Officer and Kimberly F. Aquino as Secretary. At Closing, AZL will enter into a Non-Competition Agreement with Messrs. Shidler and Taff, in the form set forth as Exhibit G . The powers, duties and responsibilities of the officers of the Surviving Corporation shall be as set forth in the Surviving Corporation By-laws or as established by the Board of Directors of Surviving Corporation.


2. Amendment to Schedule 2C of the Master Agreement . Schedule 2C of the Master Agreement is hereby amended to delete and replace in its entirety the following terms and descriptions:Terms and Conditions of Preferred Units Issuer UPREIT. Liquidation Preference Per Unit $25.00. Maturity Date Perpetual unless earlier converted, redeemed or repurchased. Ranking Preferred Units shall be senior and shall have preference and priority to the Surviving Corporation Common Stock and Common Units of the UPREIT with respect to liquidation, dividends and distributions. In addition, the Preferred Units shall be, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Surviving Corporation and the UPREIT: (i) junior to all existing and future debt obligations of the UPREIT; (ii) on a parity with or junior to any other classes or series of preferred securities issued out of the UPREIT; and (iii) junior to all existing and future liabilities of any subsidiary of the Surviving Corporation and the UPREIT. Distribution Rate and Payment Dates Two percent (2%) of the liquidation preference per annum, cumulative, commencing on the date of issuance and payable quarterly in arrears. Conversion Rights Holders may surrender their Preferred Units, in integral multiples of $25.00 principal amou ...