PRLE / Pillarstone Capital REIT - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Loan Agreement, dated as of June 7, 2024, by and between American Bank, N.A. and Whitestone Uptown Tower, LLC

EXHIBIT 10.2 AMERICAN BANK, N.A. LOAN AGREEMENT (Loan No. 89765200) This Loan Agreement (this “Agreement”) is made and entered into to be effective as of June 7, 2024 by and between AMERICAN BANK, N.A., a national banking association ("Lender") and WHITESTONE UPTOWN TOWER, LLC, a Delaware limited liability company ("Borrower"); WHEREAS, Borrower is or will be the owner in fee of that certain parce

Promissory Note, dated as of June 7, 2024, by Whitestone Uptown Tower, LLC in favor of American Bank, N.A.

Exhibit 10.6 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS NOTE MAY REQUIRE A “BALLOON” PAYMENT OF ALL UNPAID PRINCIPAL AND ACCRUED BUT UNPAID INTEREST ON THE MATURITY DATE. THE UNPAID PRINCIPAL INDEBTEDNESS EVIDENCED BY THIS NOTE IS PAYABLE IN FULL AT MATURITY. MAKER MUST REPAY THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ACCRUED BUT UNPAID INTEREST THEN DUE. PAYEE IS UNDER NO OBLIGATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15

First Amendment to Loan, dated as of March 7, 2025, by and between American Bank, N.A. and Whitestone Uptown Tower, LLC

Exhibit 10.3 FIRST AMENDMENT TO LOAN (Loan No. 89765200) THIS FIRST AMENDMENT TO LOAN (this “Amendment”) is made by and between WHITESTONE UPTOWN TOWER, LLC, a Texas limited liability company (“Maker”) and AMERICAN BANK, N.A. (“Payee”), to be effective as of the 7th day of March, 2025. RECITALS: WHEREAS, Maker executed and delivered to Payee that certain Promissory Note, dated effective as of June

Pillarstone Capital REIT, Pillarstone Capital REIT Operating Partnership LP, Whitestone Industrial-Office, LLC, Whitestone Offices, LLC and Whitestone CP Woodland Ph 2, LLC Fifth Amended Joint Plan of Liquidation

Exhibit 2.2 Joyce W. Lindauer State Bar No. 21555700 Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 ATTORNEYS FOR DEBTORS IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § § WHITESTONE INDUSTRIAL- § CASE NO. 24-30653-mvl-11 OFFICE, LLC, et. al.1, § § (Jointly Admini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

Executive Compensation Agreement, dated as of January 31, 2025, by and between Pillarstone Capital REIT, Pillarstone Capital REIT Operating Partnership LP and Bradford D. Johnson

Exhibit 10.1 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT (this "Agreement") is made as of [1/31], 2025 to be effective as of the Effective Date (as defined below) by and between Pillarstone Capital REIT, a Maryland real estate investment trust ("PREIT") Pillarstone Capital REIT Operating Partnership LP, a Delaware limited partnership ("PROP", and together with PREIT, the

Second Amendment to Loan, dated as of June 7, 2025, by and between American Bank, N.A. and Whitestone Uptown Tower, LLC

Exhibit 10.4 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. SECOND AMENDMENT TO LOAN (Loan No. 89765200) THIS SECOND AMENDMENT TO LOAN (this

Whitestone Uptown Tower, LLC Second Amended Plan of Reorganization

Exhibit 2.1 Joyce W. Lindauer State Bar No. 21555700 Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 ATTORNEYS FOR DEBTOR IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § § WHITESTONE UPTOWN TOWER, LLC, § CASE NO. 23-32832-mvl-11 a/k/a Pillarstone Capital REIT Opera

Form of Plan Agent Agreement by and among Pillarstone Capital REIT, Pillarstone Capital REIT Operating Partnership LP, Whitestone Industrial-Office, LLC, Whitestone Offices, LLC and Whitestone CP Woodland Ph 2, LLC, Whitestone REIT Operating Partnership, L.P. and Frances A. Smith

Exhibit 10.7 PLAN AGENT AGREEMENT This Plan Agent Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) is made effective this day of , 2024, by and among the following parties (each a "Party" and, collectively, the "Parties"): (a) Whitestone Industrial-Office LLC and its debtor affiliates, as debtors and debtors in possession in the Chapter 11 Ca

Deed of Trust, dated as of June 7, 2024, by Whitestone Uptown Tower, LLC in favor of American Bank, N.A.

Exhibit 10.5 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. AMERICAN BANK, N.A. DEED OF TRUST (Loan No. 89765200) WHITESTONE UPTOWN TOWER, LL

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

Whitestone Uptown Tower, LLC Files for Chapter 11 Bankruptcy Protection

Exhibit 99.1 Whitestone Uptown Tower, LLC Files for Chapter 11 Bankruptcy Protection DALLAS, TX – December 1, 2023 – Whitestone Uptown Tower, LLC, the owner of the Uptown Tower office building in Dallas, Texas, announced today that it has filed a Chapter 11 voluntary petition for bankruptcy in the United States Bankruptcy Court for the Northern District of Texas. The bankruptcy filing comes on the

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

Pillarstone Capital REIT Provides Update on its Operations and Financial Statements And Whitestone REIT’s August 2022 Abrupt Termination of Services

Exhibit 99.1 Pillarstone Capital REIT Provides Update on its Operations and Financial Statements And Whitestone REIT’s August 2022 Abrupt Termination of Services HOUSTON, TX, March 31, 2023 – Pillarstone Capital REIT (“we” or “us”), a real estate investment trust engaged in investing in, owning and operating commercial properties, today provided an update on its operations and efforts to complete

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILL

PILLARSTONE CAPITAL REIT APPOINTS NEW CEO, CFO AND COO, MOVES FORWARD TO INTERNALIZE MANAGEMENT FOLLOWING TERMINATION OF MANAGEMENT AGREEMENTS AND SETS COURSE TO GROW AS A MULTI- AND SINGLE-FAMILY RENTAL REIT

Exhibit 99.1 NEWS RELEASE PILLARSTONE CAPITAL REIT APPOINTS NEW CEO, CFO AND COO, MOVES FORWARD TO INTERNALIZE MANAGEMENT FOLLOWING TERMINATION OF MANAGEMENT AGREEMENTS AND SETS COURSE TO GROW AS A MULTI- AND SINGLE-FAMILY RENTAL REIT HOUSTON, Texas, July 26, 2022 / Business wire / ? On July 21, 2022, Pillarstone Capital REIT?s (?Pillarstone? or the ?Company?) (OTC Pink: PRLE) Board of Trustees ap

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITAL R

PILLARSTONE CAPITAL REIT AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021 TABLE OF CONTENTS

APPENDIX A PILLARSTONE CAPITAL REIT And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021 TABLE OF CONTENTS Section 1.

Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 psrproxydef14a2021.htm DEFA14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2022 Annual

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

PILLARSTONE CAPITAL REIT AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021

APPENDIX A PILLARSTONE CAPITAL REIT And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021 39297111.

Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 psrproxypre14a2021.htm PRE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement - 2022 Annual Me

Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 psrproxydef14a2021.htm DEF 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement - 2022 Annual Me

PILLARSTONE CAPITAL REIT AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021

APPENDIX A PILLARSTONE CAPITAL REIT And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021 39297111.

Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General Any references in this exhibit to "the Company,? ?Pillarstone,? ?us,? ?we? or ?our? are to Pillarstone Capital REIT and its consolidated subsidiaries. Pillarstone is a Maryland real estate investment trust (?REIT?) engaged in investing in, owning and operating com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2021 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.

Articles Supplementary for Series D Preferred Shares (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A filed on December 27, 2021)

Exhibit 3.1 PILLARSTONE CAPITAL REIT ARTICLES SUPPLEMENTARY FOR SERIES D PREFERRED SHARES Pillarstone Capital REIT, a Maryland real estate investment trust (the ?Trust?), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Section 6.3 of Article VI of the Articles of Amendment and Restatement of the Declaration of Trust of the Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pillarstone Capital REIT (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

Rights Agreement, dated December 27, 2021, between Pillarstone Capital REIT and American Stock Transfer & Trust, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on December 27, 2021)

Exhibit 4.1 PILLARSTONE CAPITAL REIT And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 27, 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 9 Section 3. Issuance of Rights Certificates 9 Section 4. Form of Rights Certificates 12 Section 5. Countersignature and Registration 13 Section 6. Transfer, Sp

PRLE / Paragon Real Estate Equity and Investment Trust / Jassem Kathy M - SC 13D/A Activist Investment

SC 13D/A 1 pillarstoncapitalreit-kath.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 7706

PRLE / Paragon Real Estate Equity and Investment Trust / CHOOKASZIAN DENNIS - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

PRLE / Paragon Real Estate Equity and Investment Trust / LAMBERT PAUL T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITAL RE

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2021 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITAL R

- DEF 14A

Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2021 Annual Meeting of Shareholders ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General Any references in this exhibit to "the Company,? ?Pillarstone,? ?us,? ?we? or ?our? are to Pillarstone Capital REIT and its consolidated subsidiaries. Pillarstone is a Maryland real estate investment trust (?REIT?) engaged in investing in, owning and operating com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

PRLE / Paragon Real Estate Equity and Investment Trust / PILLARSTONE CAPITAL REIT - SC 13D/A Activist Investment

SC 13D/A 1 pillarstoncapitalreit-paul.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (

PRLE / Paragon Real Estate Equity and Investment Trust / Jassem Kathy M - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

PRLE / Paragon Real Estate Equity and Investment Trust / PILLARSTONE CAPITAL REIT - SC 13D/A Activist Investment

SC 13D/A 1 pillarstoncapitalreit-denn.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 7706

PRLE / Paragon Real Estate Equity and Investment Trust / CHOOKASZIAN DENNIS - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

PRLE / Paragon Real Estate Equity and Investment Trust / LAMBERT PAUL T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Author

PRLE / Paragon Real Estate Equity and Investment Trust / PILLARSTONE CAPITAL REIT - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Aut

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITAL RE

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2020 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

- DEF 14A

Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2020 Annual Meeting of Shareholders ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

PRLE / Paragon Real Estate Equity and Investment Trust 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General Any references in this exhibit to "the Company,” “Pillarstone,” “us,” “we” or “our” are to Pillarstone Capital REIT and its consolidated subsidiaries. Pillarstone is a Maryland real estate investment trust (“REIT”) engaged in investing in, owning and operating com

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE C

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2019 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITA

Submission of Matters to a Vote of Security Holders

8-K 1 annualmeetingresultsmay2019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2019 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdic

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

PRLE / Paragon Real Estate Equity and Investment Trust DEF 14A

DEF 14A 1 psrproxystatement2019.htm DEF 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2019 Annu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 8, 2019 Date of Report (Date of earliest event reported) Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission F

PRLE / Paragon Real Estate Equity and Investment Trust / Chookaszian Dennis - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Author

STOCK PURCHASE AGREEMENT

Exhibit 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated March 29, 2019, is made by and between Dennis H. Chookaszian Revocable Trust (“Purchaser”) and Daryl J. Carter (“Seller”). RECITALS WHEREAS, as of the date of this Agreement Seller owns 25,000 shares of Class C Convertible Preferred Shares, par value $0.01 per share (the “Preferred Shares”), of Pillarstone

PRLE / Paragon Real Estate Equity and Investment Trust / Carter Daryl J - SC 13D/A Activist Investment

SC 13D/A 1 tv518750sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Add

STOCK PURCHASE AGREEMENT

Exhibit 7.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated March 29, 2019, is made by and between Kathy M. Jassem (“Purchaser”) and Daryl J. Carter (“Seller”). RECITALS WHEREAS, as of the date of this Agreement Seller owns 25,000 shares of Class C Convertible Preferred Shares, par value $0.01 per share (the “Preferred Shares”), of Pillarstone Capital REIT, a Maryl

STOCK PURCHASE AGREEMENT

Exhibit 7.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated March 29, 2019, is made by and between Dennis H. Chookaszian Revocable Trust (“Purchaser”) and Daryl J. Carter (“Seller”). RECITALS WHEREAS, as of the date of this Agreement Seller owns 25,000 shares of Class C Convertible Preferred Shares, par value $0.01 per share (the “Preferred Shares”), of Pillarstone

ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 2.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of March 29, 2019 (the “Effective Date”), among Daryl J. Carter (the “Assignor”), Dennis H. Chookaszian Revocable Trust (the “Assignee”), and, to the extent required under the Note (as defined herein), Pillarstone Capital REIT, a Maryland real estate investment trust‎ (the “Borrower

STOCK PURCHASE AGREEMENT

Exhibit 2.3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated March 29, 2019, is made by and between Kathy M. Jassem (“Purchaser”) and Daryl J. Carter (“Seller”). RECITALS WHEREAS, as of the date of this Agreement Seller owns 25,000 shares of Class C Convertible Preferred Shares, par value $0.01 per share (the “Preferred Shares”), of Pillarstone Capital REIT, a Maryl

ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 7.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of March 29, 2019 (the “Effective Date”), among Daryl J. Carter (the “Assignor”), Dennis H. Chookaszian Revocable Trust (the “Assignee”), and, to the extent required under the Note (as defined herein), Pillarstone Capital REIT, a Maryland real estate investment trust‎ (the “Borrower

PRLE / Paragon Real Estate Equity and Investment Trust / Jassem Kathy M - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pillarstone Capital REIT (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value (Title of Class of Securities) 721491 108 (CUSIP Number) 2600 South Gessner Suite 555 Houston, Texas 77063 (Name, Address and Telephone Number of Person Author

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, THAT I, Dennis H. Chookaszian, hereby constitute and appoint each of John J. Dee and David K. Holeman, or either of them acting singly, and with full power of substitution, as my true and lawful attorney-in-fact to: (1) execute for me and on my behalf, in my capacity as a director of Pillarstone Capital REIT (the "Company"), Forms 3, 4, and 5 in accord

PRLE / Paragon Real Estate Equity and Investment Trust 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2018 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE C

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-154

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-154

PRLE / Paragon Real Estate Equity and Investment Trust 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-1540

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q (Quarterly Report)

10-Q 1 psr10-q2018x06.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

PRLE / Paragon Real Estate Equity and Investment Trust 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q/A (Quarterly Report)

10-Q/A 1 psr10-qa2017x09.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2018 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PRLE / Paragon Real Estate Equity and Investment Trust NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-15409 CUSIP NUMBER: 721491108 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K þ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨Transition Report on Form 10-Q ¨Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2018 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

Submission of Matters to a Vote of Security Holders

8-K 1 a8-kpsrannualmeetingresult.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdicti

PRLE / Paragon Real Estate Equity and Investment Trust DEF 14A

DEF 14A 1 psrproxystatement2018.htm DEF 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2018 Annu

Consolidated Financial Statements of Pillarstone Capital REIT Operating Partnership LP as of December 31, 2017 and for the period September 23, 2016 (Inception) to December 31, 2016

Exhibit 99.1 PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2017 and 2016 and for the Year Ended December 31, 2017 and the Period from September 23, 2016 (Inception) to December 31, 2016 with Report of Independent Registered Public Accounting Firm INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registere

PRLE / Paragon Real Estate Equity and Investment Trust 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

LETTER

Mail Stop 3233 November 9, 2017 Via e-mail John J. Dee Chief Financial Officer Pillarstone Capital REIT 2600 South Gessner, Suite 555 Houston, TX 77063 Re: Pillarstone Capital REIT Form 10-K for the Year Ended December 31, 2016 Filed March 22, 2017 File No. 001-15409 Dear Mr. Dee: We have limited our review of your filing to the financial statements and related disclosures and have the following c

LETTER

Mail Stop 3233 February 16, 2018 Via e-mail John J. Dee Chief Financial Officer Pillarstone Capital REIT 2600 South Gessner, Suite 555 Houston, TX 77063 Re: Pillarstone Capital REIT Form 10-K for the Year Ended December 31, 2016 Filed March 22, 2017 File No. 001-15409 Dear Mr. Dee: We have completed our review of your filing. We remind you that the company and its management are responsible for th

PRLE / Paragon Real Estate Equity and Investment Trust CORRESP

Pillarstone Capital REIT November 24, 2017 Via EDGAR Submission and Overnight Delivery U.

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE C

PRLE / Paragon Real Estate Equity and Investment Trust 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2017 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Paragon Real Estate Equity and Investment Trust 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Formation Pillarstone Capital REIT Operating Partnership LP Delaware

Exhibit Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Formation Pillarstone Capital REIT Operating Partnership LP Delaware

Paragon Real Estate Equity and Investment Trust DEF 14A

DEF 14A 1 psrproxystatement2017.htm DEF 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement - 2017 Annu

PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP Statements of Revenues and Certain Operating Expenses For the Years Ended December 31, 2016 and 2015 with Report of Independent Registered Public Accounting Firm

Exhibit Exhibit 99.1 PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP Statements of Revenues and Certain Operating Expenses For the Years Ended December 31, 2016 and 2015 with Report of Independent Registered Public Accounting Firm INDEX Page Report of Independent Registered Public Accounting Firm 1 Statements of Revenues and Certain Operating Expenses 2 Notes to Statements of Revenues and Certai

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following pro forma condensed consolidated statement of income has have been prepared to provide pro forma information with regard to the contribution of 14 properties (the ?Property?) to Pillarstone Capital REIT Operating Partnership LP (the ?Partnership?) on December 8, 2016, of which Pillarstone Capital RE

Change in Shell Company Status, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PILLARSTONE CA

PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2016 and for the Period September 23, 2016 (Inception) to December 31, 2016 with Report of Independent Auditors

Exhibit 99.1 PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2016 and for the Period September 23, 2016 (Inception) to December 31, 2016 with Report of Independent Auditors INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheet as of December 31, 201

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2017 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Com

Exhibit 16.1

pillarstonecapital Exhibit 16.1

PRLE / Paragon Real Estate Equity and Investment Trust / Schurgin Mark - SCHURGIN MARK Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pillarstone Capital REIT (f/k/a Paragon Real Estate Equity and Investment Trust) (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check t

Paragon Real Estate Equity and Investment Trust 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2016 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Third Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF PILLARSTONE CAPITAL REIT (the “Trust”) ARTICLE I OFFICES Section 1. Principal Office. The principal office of the Trust in the State of Maryland shall be located at such place as the Board of Trustees may designate. Section 2. Additional Offices. The Trust may have additional offices, including a principal executive office, at such places as the Boa

Second Amendment to Amended and Restated Credit Agreement, Joinder and Reaffirmation of Guaranties, dated December 8, 2016, among Whitestone REIT Operating Partnership, L.P., Whitestone REIT, Pillarstone Capital REIT Operating Partnership LP, et al., as guarantors, the lenders party thereto, and Bank of Montreal, as Administrative Agent (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

EXHIBIT 10.6 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, JOINDER AND REAFFIRMATION OF GUARANTIES This Second Amendment to Amended and Restated Credit Agreement, Joinder and Reaffirmation of Guaranties (herein, this ?Amendment?) is entered into as of December 8, 2016, among Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership (the ?Borrower?), Whitestone REIT,

Amended and Restated Limited Partnership Agreement of Pillarstone Capital REIT Operating Partnership LP, dated December 8, 2016 (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

EX-10.5 7 exhibit105pillarstoneamend.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE

Contribution Agreement among Whitestone REIT Operating Partnership, L.P., Pillarstone Capital REIT Operating Partnership LP and the Company dated December 8, 2016 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.1 CONTRIBUTION AGREEMENT BY AND AMONG WHITESTONE REIT OPERATING PARTNERSHIP, L.P. AS CONTRIBUTOR AND PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP AS COMPANY AND PILLARSTONE CAPITAL REIT AS REIT DECEMBER 8, 2016 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 8, 2016 (the “Effective Date”), is by and among WHITESTONE REIT OPERATING PARTNER

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2016 Pillarstone Capital REIT (Exact name of registrant as specified in charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Com

Fixed Rate Promissory Note by Whitestone Industrial-Office LLC to Jackson National Life Insurance Company, dated November 26, 2013 (filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.11 PPM Loan No. 1306602 FIXED RATE PROMISSORY NOTE Date: November 26, 2013 The following terms or provisions are used in this Note and are incorporated by reference herein. Maker: WHITESTONE INDUSTRIAL-OFFICE LLC, a Texas limited liability company. Maker?s Mailing Address: 2600 South Gessner, Suite 500, Houston, Texas 77063. Noteholder: JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michiga

Pillarstone Capital REIT Completes Acquisition of 14 Real Estate Assets Will Pursue New Value-Enhancing Real Estate Investment Opportunities

Exhibit 99.1 FOR IMMEDIATE RELEASE Pillarstone Capital REIT Completes Acquisition of 14 Real Estate Assets Will Pursue New Value-Enhancing Real Estate Investment Opportunities HOUSTON, December 8, 2016 (GLOBE NEWSWIRE) - Pillarstone Capital REIT (OTC: PRLE) (?Pillarstone? or the ?Company?) today announced that it has acquired 14 real estate assets from Whitestone REIT (NYSE: WSR) (?Whitestone?). P

Loan Agreement, dated September 26, 2013, by and between Whitestone Uptown Tower, LLC and Morgan Stanley Mortgage Capital Holdings LLC, as amended (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

MSMCH Loan No.: 13-878027 LOAN AGREEMENT Dated as of September 26, 2013 Between WHITESTONE UPTOWN TOWER, LLC, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Lender DMEAST #17478116 v7 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION ............................................ 1 Section 1.1. Definitions ....................................................

Form of Management Agreement dated December 8, 2016 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.4 MANAGEMENT AGREEMENT This PROPERTY MANAGEMENT AGREEMENT (this ?Agreement?) is made and entered into as of December 8, 2016, by and between WHITESTONE TRS, INC. (the ?Manager?) and , a (?Owner?). RECITALS WHEREAS, Owner owns that certain property identified on Schedule 1 (the ?Property?); and WHEREAS, Owner desires to engage, and delegate certain duties to, the Manager to provide the p

Promissory Note by Whitestone Uptown Tower, LLC to Morgan Stanley Mortgage Capital Holdings LLC, dated September 23, 2013 (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

OP Unit Purchase Agreement among Whitestone REIT Operating Partnership, L.P., Pillarstone Capital REIT Operating Partnership LP and the Company dated December 8, 2016 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.2 OP UNIT PURCHASE AGREEMENT OP UNIT PURCHASE AGREEMENT (the ?Agreement?), dated as of December 8, 2016, by and among WHITESTONE REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the ?Buyer?), PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP LP, a Delaware limited partnership (the ?Seller?), and PILLARSTONE CAPITAL REIT, a Maryland real estate investment trust (the ?Compan

Tax Protection Agreement among Whitestone REIT Operating Partnership, L.P., Pillarstone Capital REIT Operating Partnership LP and the Company dated December 8, 2016 (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.3 THIS TAX PROTECTION AGREEMENT (this ?Agreement?) is made and effective as of December 8, 2016 by and among PILLARSTONE CAPITAL REIT, a Maryland real estate investment trust (the ?REIT?), PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the ?Partnership?), and WHITESTONE REIT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the ?Contributo

Limited Guaranty, dated December 8, 2016, between Pillarstone Capital REIT Operating Partnership LP and Bank of Montreal, as Administrative Agent (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.7 Limited Guaranty This Limited Guaranty (this ?Guaranty?) is dated as of December 8, 2016 by and between Pillarstone Capital REIT Operating Partnership LP, a Delaware limited partnership (together with its successor and assigns, the ?Guarantor?), and Bank of Montreal (?BMO?), acting as administrative agent hereunder for the Guaranteed Creditors hereinafter identified and defined (BMO a

Loan Agreement, dated November 26, 2013, by and between Whitestone Industrial-Office LLC and Jackson National Life Insurance Company (filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on December 13, 2016 and incorporated herein by reference)

Exhibit 10.10 PPM Loan No. 1306602 LOAN AGREEMENT by and between JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender and WHITESTONE INDUSTRIAL-OFFICE LLC, a Texas limited liability company, as Borrower Dated as of November 26, 2013 Property: Whitestone Portfolio Table of Contents 1. DEFINED TERMS 1 2. TERMS OF LOAN AND DOCUMENTS 10 2.1. Agreement to Borrow and Lend 10 2.2. Loan Documents 10 2.3. Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPITA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2016 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 27, 2016 Pillarstone Capital REIT (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PILLARSTONE CAPIT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2016 Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 001-15409 39-6594066 (State or other ju

Articles of Amendment and Restatement of the Declaration of Trust of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 29, 2016 and incorporated herein by reference)

PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Paragon Real Estate Equity and Investment Trust, a Maryland real estate investment trust (the ?Trust?) formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (?Title 8?), desires to amend and restate its Declaration of Trust (as so amended and restated, the ?Declaration of Trust?).

Paragon Real Estate Equity and Investment Trust 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X]

Paragon Real Estate Equity and Investment Trust 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15409 PARAGON REAL ESTATE E

PRLE / Paragon Real Estate Equity and Investment Trust / O'donnell Timothy Daniel - PARAGON 13G AMENDMENT 1 Passive Investment

sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate

PRLE / Paragon Real Estate Equity and Investment Trust / Schurgin Mark Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: November 20, 2015 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction (Commission (I.

PARAGON REAL ESTATE EQUITY & INVESTMENT TRUST CONVERTIBLE NOTE PURCHASE AGREEMENT

Exhibit 10.1 PARAGON REAL ESTATE EQUITY & INVESTMENT TRUST CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the ?Agreement?) is entered into as of November 20, 2015 (the ?Effective Date?), by and between Paragon Real Estate Equity & Investment Trust, a Maryland corporation (the ?Company?), and , an individual (the ?Subscriber?). R E C I T A L S: A. The Company proposes

PRLE / Paragon Real Estate Equity and Investment Trust / Lambert Paul T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) John J. Dee Paragon Real Estate Equity and Investment Trust, 10011 Valley Forge Drive, Houston, TX 77042; 713-435-222

PRLE / Paragon Real Estate Equity and Investment Trust / Carter Daryl J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) John J. Dee Paragon Real Estate Equity and Investment Trust, 10011 Valley Forge Drive, Houston, TX 77042; 713-435-222

POWER OF ATTORNEY

Exhibit 1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints John J Dee and David F.

POWER OF ATTORNEY

Exhibit 1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints John J Dee and David F.

PRLE / Paragon Real Estate Equity and Investment Trust / Mastandrea James C Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) John J. Dee Paragon Real Estate Equity and Investment Trust, 10011 Valley Forge Drive, Houston, TX 77042; 713-435-222

POWER OF ATTORNEY

Exhibit 1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints John J Dee and David F.

PRLE / Paragon Real Estate Equity and Investment Trust / Devos Daniel G Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) John J. Dee Paragon Real Estate Equity and Investment Trust, 10011 Valley Forge Drive, Houston, TX 77042; 713-435-222

POWER OF ATTORNEY

Exhibit 1 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints John J.

Form of Eighth Amendment to Restricted Share Agreement for Trustees dated September 30, 2015 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated herein by reference)

Exhibit 10.1 EIGHTH AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS EIGHTH 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 30, 2015 (the ?Effective Date?). WHEREAS, the Trust and the Trustee are parties to that certain R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL

Eighth Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 30, 2015 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated herein by reference)

Exhibit 10.2 EIGHTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS EIGHTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 30, 2015 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL ESTA

PRLE / Paragon Real Estate Equity and Investment Trust / Schurgin Mark - PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 Commission File Number: 001-15409 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL

Form of Seventh Amendment to Restricted Share Agreement for Trustees dated September 30, 2014 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference)

EX-10.1 2 ex10-1.htm Exhibit 10.1 SEVENTH AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS SEVENTH 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 30, 2014 (the “Effective Date”). WHEREAS, the Trust and the Trustee are pa

Seventh Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 30, 2014 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference)

Exhibit 10.2 SEVENTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS SEVENTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 30, 2014 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL ESTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PRLE / Paragon Real Estate Equity and Investment Trust / Schurgin Mark - PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) December 26, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

Sixth Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 30, 2013 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference)

Exhibit 10.2 SIXTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS SIXTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 30, 2013 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that certa

Form of Sixth Amendment to Restricted Share Agreement for Trustees dated September 30, 2013 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference)

Exhibit 10.1 SIXTH AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS SIXTH 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 30, 2013 (the ?Effective Date?). WHEREAS, the Trust and the Trustee are parties to that certain Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REA

PRLE / Paragon Real Estate Equity and Investment Trust / Schurgin Mark - PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 69912Y305 (CUSIP Number) February 8, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Fifth Amendment to Restricted Share Agreement for Trustees dated September 28, 2012 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)

EX-10.1 2 d432770dex101.htm EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS FIFTH 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 28, 2012 (the “Effective Date”). WHEREAS, the Trust and the Tru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

Fifth Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 28, 2012 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)

Exhibit 10.2 FIFTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS FIFTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 28, 2012 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that certa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARAGON REAL ESTATE E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

Form of Fourth Amendment to Restricted Share Agreement for Trustees dated September 29, 2011 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by reference)

Exhibit 10.1 FOURTH AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS FOURTH 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 29, 2011 (the ?Effective Date?). WHEREAS, the Trust and the Trustee are parties to that certain R

Fourth Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 29, 2011 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by reference)

Exhibit 10.2 FOURTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS FOURTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 29, 2011 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Name of Issuer) Common Stock, $0.01 Par Value (Title of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 69912Y305 (CUSIP Number) October 20, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File Number: 001-15409 PARAGON REAL ESTATE EQUITY AND INVESTMENT TR

Form of Third Amendment to Restricted Share Agreement for Trustees dated September 28, 2010 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference)

Exhibit 10.1 THIRD AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS THIRD 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 28, 2010 (the ?Effective Date?). WHEREAS, the Trust and the Trustee are parties to that certain Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

Third Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 28, 2010 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference)

Exhibit 10.2 THIRD AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS THIRD AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 28, 2010 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that certa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC

e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Second Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 21, 2009 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference)

Exhibit 10.2 SECOND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 21, 2009 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that cer

Form of Second Amendment to Restricted Share Agreement for Trustees dated September 21, 2009 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference)

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 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15409 PARA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-25074 PARAG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUS

First Amendment to Stock Subscription Agreement between James C. Mastandrea and the Company dated September 25, 2008 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference)

Exhibit 10.2 FIRST AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this ?Amendment?) is entered into by and between James C. Mastandrea (the ?Employee?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 25, 2008 (the ?Effective Date?). WHEREAS, the Employee and the Company are parties to that certa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-25074 P

Form of First Amendment to Restricted Share Agreement for Trustees dated September 25, 2008 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference)

Exhibit 10.1 FIRST AMENDMENT TO RESTRICTED SHARE AGREEMENT THIS FIRST 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 25, 2008 (the ?Effective Date?). WHEREAS, the Trust and the Trustee are parties to that certain Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-25074 PARAGO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-25074 PARAG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Paragon Real Estate Equity & Invest. Trust 10KSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission File Number: 0-25074 P

UNITED STATES

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Stock (Title of Class of Securities) 69912Y305 (CUSIP Number) Michael S. Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7047 (Name, Address and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 Commission File Number: PARA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 Commission File Number: PARAGON R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 Commission File Number: PARAGON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland (State or othe

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate E

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) Christopher J. Hubbert Kohrman Jac

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. 1 )* Paragon Real Estate

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. 1 )* Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) Christopher J. Hubbert Kohrman J

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate E

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) Christopher J. H

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate E

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) Christopher J. H

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate E

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) (Amendment No. )1 Paragon Real Estate Equity and Investment Trust (Name of Issuer) Common Shares (Title of Class of Securities) 69912Y 30 5 (CUSIP Number) Christopher J. Hubbert Kohrman Jac

Amendment to Additional Contribution Agreement between the Company, the Board of Trustees and each Trustee individually dated September 29, 2006. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference)

EX-2.1 2 l22461aexv2w1.htm EX-2.1 Exhibit 2.1 AMENDMENT TO ADDITIONAL CONTRIBUTION AGREEMENT BETWEEN PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST AND MEMBERS OF THE BOARD OF TRUSTEES The parties, Paragon Real Estate Equity and Investment Trust, a Maryland business trust (formerly, Stonehaven Realty Trust, the “Trust”); the members of the Board of Trustees (the “Trustees”), and each of the indiv

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: September 29, 2006 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Form of Restricted Share Agreement for Trustees dated September 26, 2006 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference) (1)

Exhibit 10.3 RESTRICTED SHARE AGREEMENT The parties, PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST, a Maryland real estate investment trust (the ?Trust?), and (?Trustee?) agree to enter into this restricted share agreement (?Agreement?), made at Cleveland, Ohio, this 29th day of September, 2006. WITNESSETH: WHEREAS: The Trust is a publicly traded real estate company; WHEREAS: The Trust desires t

Stock Subscription Agreement between James C. Mastandrea and the Company dated as of September 29, 2006 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference)

Exhibit 10.2 Stock Subscription Agreement This Stock Subscription Agreement (this ?Agreement?) is entered into by and between James C. Mastandrea (?Investor?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 29, 2006. 1. Sale and Purchase of Shares. Subject to the terms and conditions set forth in this Agreement, the Company hereby sells to Inv

PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST ARTICLES SUPPLEMENTARY TO THE DECLARATION OF TRUST

Exhibit 3.1 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST ARTICLES SUPPLEMENTARY TO THE DECLARATION OF TRUST Paragon Real Estate Equity and Investment Trust, a Maryland real estate investment trust (the ?Trust?), hereby certifies to the State Department of Assessments and Taxation of Maryland: FIRST: On September 29, 2006, the Board of Trustees of the Trust, by their unanimous written consent, p

Form of Stock Subscription Agreement between Investors and the Company dated as of September 29, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference)

Exhibit 10.1 Stock Subscription Agreement This Stock Subscription Agreement (this ?Agreement?) is entered into by and between (?Investor?) and Paragon Real Estate Equity and Investment Trust, a Maryland trust (the ?Company?), as of September 29, 2006. 1. Sale and Purchase of Shares. Subject to the terms and conditions set forth in this Agreement, the Company hereby sells to Investor, and Investor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 Commission File Number: PARAGON R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: July 11, 2006 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (I.

ARTICLES OF AMENDMENT OF DECLARATION OF TRUST OF PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST

Exhibit 3.1 ARTICLES OF AMENDMENT OF DECLARATION OF TRUST OF PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST Paragon Real Estate Equity and Investment Trust, a Maryland real estate investment trust (the ?Trust?), hereby certifies to the State Department of Assessments and Taxation of Maryland: FIRST: The Board of Trustees of the Trust, by their unanimous written consent, duly adopted resolutions s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 Commission File Number: PARAGON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or other jurisdictio

Modification Agreement between the Company and James C. Mastandrea dated April 3, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2006 and incorporated herein by reference)

Exhibit 10.1 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this ?Agreement?) is made at Cleveland, Ohio, this 3rd day of April, 2006, between PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST, a Maryland business trust (the ?Trust?), and JAMES C. MASTANDREA, 9520 Metcalf Road, Waite Hill, Ohio 44094 (?Mastandrea?). WITNESSETH: WHEREAS, the Trust previously entered into an Employment Agreement

Modification Agreement between the Company and John J. Dee dated April 3, 2006 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 6, 2006 and incorporated herein by reference)

Exhibit 10.2 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this ?Agreement?) is made at Cleveland, Ohio, this 3rd day of April, 2006, between PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST, a Maryland business trust (the ?Trust?), and JOHN J DEE, 26151 Pebblebrook Lane, North Olmsted, OH 44070 (?Dee?). WITNESSETH: WHEREAS, the Trust previously entered into an Employment Agreement dated Marc

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: March 31, 2006 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction (Commission (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (E

Financial Statements and Exhibits, Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): February 14, 2006 Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 0-25074 (Commission File Number) 39-6594066 (I.

Paragon Receives Stock Exchange Notice to Suspend Trading of its Shares and Announces Contract Extension

Exhibit 99.1 For Information Contact: John J. Dee Sr. Vice President and CFO (216) 430-2700 [email protected] FOR IMMEDIATE RELEASE Paragon Receives Stock Exchange Notice to Suspend Trading of its Shares and Announces Contract Extension Cleveland, Ohio, February 15, 2006 ? Paragon Real Estate Equity and Investment Trust (OTC: PRGL.OB) announced that it has been de-listed from the American Stock Exc

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: January 25, 2006 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction (Commission (I.

Paragon Receives Decision From American Stock Exchange

Exhibit 99.1 For Information Contact: John J. Dee Sr. Vice President and CFO (216) 430-2700 [email protected] FOR IMMEDIATE RELEASE Paragon Receives Decision From American Stock Exchange Cleveland, Ohio, January 27, 2006 ? Paragon Real Estate Equity and Investment Trust (AMEX: PRG) received the decision of the American Stock Exchange to delist Paragon?s common shares due to the company not bei

Re: Paragon Real Estate Equity and Investment Trust Registration Statement on Form S-2 File No. 333-129219

Via EDGAR January 20, 2006 Ms. Charito Mittelman Securities and Exchange Commission 450 Fifth Street, N.W. Washington D.C. 20549 Re: Paragon Real Estate Equity and Investment Trust Registration Statement on Form S-2 File No. 333-129219 Dear Ms. Mittelman: Pursuant to Rule 477 of the Securities Act of 1933, Paragon Real Estate Equity and Investment Trust respectfully requests the withdrawal of our

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: December 6, 2005 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 0-25074 (Commission File Number) 39-6594066 (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: December 2, 2005 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction (Commission (I.

/s/ Jon R. Veard Date: 12/2/05 Jon R. Veard, Chairman

Exhibit 2.1 December 2, 2005 Mr. Jon R. Veard, Sr., Chairman Veard & Lowe Investments, Inc. 300 Broadway Avenue, Suite 202 Lorain, OH 44052 Re: Extension of Review Period and Closing Date, and Purchase Price Adjustment Dear Jon: This letter is a follow-up to our previous letter agreement dated November 21, 2005 and shall serve as our agreement to modify Article IV, Section 4.2 of that certain Purc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form S-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of Registrant as specified in its charter)

Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of Registrant as specified in its charter) Maryland 39-6594066 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

EX-3.2 Amendment No. 2 to the Amended and Restated Bylaws

Exhibit 3(ii) Paragon Real Estate Equity and Investment Trust Amendment No. 2 to the Amended and Restated Bylaws Sections 1 and 2 of Article VII of the Amended and Restated Bylaws of Paragon Real Estate Equity and Investment Trust, as amended, are hereby amended to read in their entirety as follows: ?Article VII Shares SECTION 1. (a) Shares Without Certificates. Nothing in this Article VII shall b

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: October 17, 2005 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 Commission File Number: PARA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (Stat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: September 26, 2005 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (I.

PURCHASE AGREEMENT

Exhibit 2.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of this 26th day of September, 2005 by and among: (i) Veard Baytown Limited Partnership, an Ohio limited partnership, (ii) Veard Stafford Limited Partnership, an Ohio limited partnership, (iii) Veard Lake Jackson Limited Partnership, an Ohio limited partnership, (iv) Veard Wharton Limited Partners

Paragon to Acquire Apartment Portfolio

For Information Contact: John J. Dee Sr. Vice President and CFO (216) 430-2700 [email protected] Exhibit 99.1 FOR IMMEDIATE RELEASE Paragon to Acquire Apartment Portfolio Cleveland, Ohio, September 26, 2005 ? Paragon Real Estate Equity and Investment Trust (AMEX: PRG) entered into an agreement to acquire for $64.7 million ten apartment complexes in Texas and Ohio, consisting of 1,478 units. Th

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report: September 20, 2005 (Date of earliest event reported) Paragon Real Estate Equity and Investment Trust (Exact name of registrant as specified in its charter) Maryland 0-25074 39-6594066 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 Commission File Number: PARAGON R

10QSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 Commission File Number: PARAGON

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 Commission File Number: 0-25074 PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 39-6594066 (State or

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Section 240.