Across America Real Estate Corp Sample Contracts

Nexcore Healthcare Capital Corp – RESTRICTED SECURITIES AWARD AGREEMENT (March 31st, 2014)

This Restricted Securities Award Agreement (the “Agreement”) is made as of December 16, 2013 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Gregory C. Venn (the “Grantee”).

Nexcore Healthcare Capital Corp – VOTING AGREEMENT (March 31st, 2014)

This Voting Agreement (this “Agreement”) is entered into this 15th day of December, 2013 by and among the undersigned shareholders of NexCore Healthcare Capital Corp, a Delaware corporation (“NexCore Healthcare”), and the members of NexCore Real Estate LLC, a Delaware limited liability company (“NexCore Real Estate”), (individually an “Investor” and collectively the “Investors”) and Gregory C. Venn and Peter K. Kloepfer (the “NexCore Members”). For the avoidance of doubt, Mssrs. Venn and Kloepfer are also Investors hereunder, and will execute this Agreement in both capacities.

Nexcore Healthcare Capital Corp – RESTRICTED SECURITIES AWARD AGREEMENT (March 31st, 2014)

This Restricted Securities Award Agreement (the “Agreement”) is made as of December 16, 2013 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Robert E. Lawless (the “Grantee”).

Nexcore Healthcare Capital Corp – RESTRICTED SECURITIES AWARD AGREEMENT (March 31st, 2014)

This Restricted Securities Award Agreement (the “Agreement”) is made as of December 16, 2013 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Robert D. Gross (the “Grantee”).

Nexcore Healthcare Capital Corp – RESTRICTED SECURITIES AWARD AGREEMENT (March 31st, 2014)

This Restricted Securities Award Agreement (the “Agreement”) is made as of December 16, 2013 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Peter K. Kloepfer (the “Grantee”).

Nexcore Healthcare Capital Corp – Limited Liability Company Agreement OF Equity Participation LLC (December 24th, 2013)

THIS LIMITED LIABILITY COMPANY AGREEMENT of Equity Participation LLC (the “Company”) is effective dated March 11, 2013 (the “Effective Date”), by and between those Persons listed on Exhibit A attached hereto and any other Persons who become members of the Company, (collectively the “Members”). Certain terms used in this Agreement shall have the meanings given by Article 16.

Nexcore Healthcare Capital Corp – RESTRICTED COMMON STOCK AWARD AGREEMENT (April 1st, 2013)

This Restricted Common Stock Award Agreement (the “Agreement”) is made as of December 19, 2012 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Peter K. Kloepfer (the “Grantee”).

Nexcore Healthcare Capital Corp – NEXCORE HEALTHCARE CAPITAL CORP RESTRICTED COMMON STOCK AWARD AGREEMENT (April 1st, 2013)

This Restricted Common Stock Award Agreement (the “Agreement”) is made as of December 19, 2012 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Robert E. Lawless (the “Grantee”).

Nexcore Healthcare Capital Corp – NEXCORE HEALTHCARE CAPITAL CORP RESTRICTED COMMON STOCK AWARD AGREEMENT (April 1st, 2013)

This Restricted Common Stock Award Agreement (the “Agreement”) is made as of December 19, 2012 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Robert D. Gross (the “Grantee”).

Nexcore Healthcare Capital Corp – NEXCORE HEALTHCARE CAPITAL CORP RESTRICTED COMMON STOCK AWARD AGREEMENT (April 1st, 2013)

This Restricted Common Stock Award Agreement (the “Agreement”) is made as of December 19, 2012 (the “Grant Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Gregory C. Venn (the “Grantee”).

Nexcore Healthcare Capital Corp – EMPLOYMENT AGREEMENT (November 14th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 6, 2011 (the “Effective Date”) by and between Robert Lawless (the “Employee”) and NGE Co., a Colorado corporation (the “Company”).

Capterra Financial Group, Inc. – B Y L A W S OF NEXCORE HEALTHCARE CAPITAL CORP (a Delaware corporation) (April 7th, 2011)
Capterra Financial Group, Inc. – CERTIFICATE OF INCORPORATION OF NEXCORE HEALTHCARE CAPITAL CORP (April 7th, 2011)

WHEREAS, the individual named below, desiring to form a corporation under the laws of the State of Delaware hereby causes this Certificate of Incorporation to be delivered to the Delaware Secretary of State for filing, pursuant to Section 103 of the Delaware General Corporation Law, and states as follows.

Capterra Financial Group, Inc. – CAPTERRA FINANCIAL GROUP, INC. AMENDED AND RESTATED 2008 EQUITY COMPENSATION PLAN (January 5th, 2011)
Capterra Financial Group, Inc. – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXCORE GROUP LP (a Delaware limited partnership) (October 5th, 2010)

NexCore Group LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State effective as of April 22, 2004. The parties hereto desire to amend and restate as of September 29, 2010 the Partnership’s existing Agreement of Limited Partnership to reflect the transfer of Partnership interests to Capterra Financial Group, Inc., a Colorado corporation (together with its successors and assigns, the “General Partner”), the admission of Limited Partners set forth on Exhibit A hereto and certain other matters. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in Article I below.

Capterra Financial Group, Inc. – INTEREST PURCHASE AGREEMENT (October 5th, 2010)

This Interest Purchase Agreement (this “Agreement”) is made this 29th day of September 2010 by and between CAPTERRA FINANCIAL GROUP, INC., a Colorado corporation (hereinafter referred to as the “Purchaser”), NEXCORE GROUP LP, a Delaware limited partnership (hereinafter referred to as the “Company”), and the General Partner and each of the Limited Partners of the Company set forth on Exhibit A attached hereto (each hereinafter referred to as a “Seller” and collectively as the “Sellers”). Certain capitalized terms used herein have the meanings ascribed to them in Section 12.01.

Capterra Financial Group, Inc. – SHAREHOLDERS’ AGREEMENT (October 5th, 2010)

THIS SHAREHOLDERS’ AGREEMENT is entered into this 29th day of September, 2010, by and among CapTerra Financial Group, Inc., a Colorado corporation (the “Company”), BOCO Investments, LLC, a Colorado limited liability company (“BOCO”), GDBA Investments, LLC, a Colorado limited liability limited partnership (“GDBA”), West Mountain Asset Management, Inc., a Colorado corporation (“WAM”) and the Trustees (the “Trustees”) of the Voting Trust (as defined below). BOCO, GDBA, WAM, and the Trustees are referred to herein as an “Investor” and together, the “Investors”.

Capterra Financial Group, Inc. – INDEMNIFICATION AGREEMENT (October 5th, 2010)

THIS INDEMNIFICATION AGREEMENT is made and entered into as of September 29, 2010 (the “Effective Date”) by CAPTERRA FINANCIAL GROUP, INC., a Colorado corporation (the “Company”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company (“BOCO”), and GDBA INVESTMENTS, LLC, a Colorado limited liability company, (BOCO and GDBA each an “Indemnitor,” and, collectively, the “Indemnitors”).

Capterra Financial Group, Inc. – Articles of Amendment filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.) (September 7th, 2010)

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Capterra Financial Group, Inc. – Warrant (November 16th, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

Capterra Financial Group, Inc. – AMENDMENT TO SENIOR SUBORDINATED NOTE (October 7th, 2009)

THIS AMENDMENT (the “Amendment”), dated as of this 28th day of September, 2009 by and between CAPTERRA FINANCIAL GROUP, INC., formerly know as ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 1440 Blake Street, Denver, Colorado 80202 (“Maker”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office at 103 West Mountain Ave., Fort Collins, Colorado 80524 (“Holder”).

Capterra Financial Group, Inc. – AMENDMENT TO SENIOR SUBORDINATED NOTE (October 7th, 2009)

THIS AMENDMENT (the “Amendment”), dated as of this 28th day of September, 2009 by and between CAPTERRA FINANCIAL GROUP, INC., formerly know as ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 1440 Blake Street, Denver, Colorado 80202 (“Maker”) and GDBA INVESTMENTS, LLC, a Colorado limited liability company, and the successor in interest to GDBA INVESTMENTS, LLLP, a Colorado limited liability limited partnership, having an office at 1440 Blake Street, Denver, Colorado 80202 (“Holder”).

Capterra Financial Group, Inc. – Warrant (May 15th, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

Capterra Financial Group, Inc. – Warrant (May 15th, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

Capterra Financial Group, Inc. – EXTENSION AGREEMENT (April 6th, 2009)

THIS EXTENSION AGREEMENT (the “Agreement”), dated as of this 31st day of March, 2009 by and between CAPTERRA FINANCIAL GROUP, INC, formerly known as ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 1440 Blake Street, Suite 310, Denver, Colorado 80202 (“The Company”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office at 103 West Mountain Ave., Fort Collins, Colorado 80524 (“BOCO”).

Capterra Financial Group, Inc. – EXTENSION AGREEMENT (April 6th, 2009)

THIS EXTENSION AGREEMENT (the “Agreement”), dated as of this 31st day of March, 2009 by and between CAPTERRA FINANCIAL GROUP, INC, formerly known as ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 1440 Blake Street, Suite 310, Denver, Colorado 80202 (“The Company”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office at 103 West Mountain Ave., Fort Collins, Colorado 80524 (“BOCO”).

Capterra Financial Group, Inc. – Warrant (April 6th, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

Capterra Financial Group, Inc. – EXTENSION AGREEMENT (April 6th, 2009)

THIS EXTENSION AGREEMENT (the “Agreement”), dated as of this 31st day of March, 2009 by and between CAPTERRA FINANCIAL GROUP, INC, formerly known as ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 1440 Blake Street, Suite 310, Denver, Colorado 80202 (“The Company”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office at 103 West Mountain Ave., Fort Collins, Colorado 80524 (“BOCO”).

Capterra Financial Group, Inc. – Warrant (March 3rd, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

Capterra Financial Group, Inc. – Contract (March 3rd, 2009)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Capterra Financial Group, Inc. – CAPTERRA FINANCIAL GROUP, INC. 2008 EQUITY COMPENSATION PLAN (December 30th, 2008)
Across America Real Estate Corp – AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (July 7th, 2008)

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is entered into June 30, 2008, by and among Across America Real Estate Corp., a Colorado corporation (the “Company”), BOCO Investments, LLC, a Colorado limited liability company (“BOCO”) and GDBA Investments, LLLP, a Colorado limited liability limited partnership (“GDBA”). BOCO and GDBA are referred to herein as an “Investor” and together, the “Investors”.

Across America Real Estate Corp – REVOLVING NOTE (July 7th, 2008)

FOR VALUE RECEIVED, ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation (the “Company”), hereby promises to pay to the order of BOCO INVESTMENTS, LLC, a Colorado limited liability company or registered assigns (the “Holder”) the sum of Seven Million Dollars ($7,000,000) (the “Principal”) ), or so much thereof as shall have been advanced to or for the benefit of Maker, on September 28, 2009 (the “Maturity Date”), on the terms and Conditions set forth herein and in the Securities Purchase Agreement dated September 28, 2006 (the “Purchase Agreement”). This Revolving Note is the Revolving Note referred to in the Accrued Interest Payment Agreement as of June 30, 2008.

Across America Real Estate Corp – REVOLVING NOTE (July 7th, 2008)

FOR VALUE RECEIVED, ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation (the “Company”), hereby promises to pay to the order of GDBA INVESTMENTS, LLLP, a Colorado limited liability limited partnership or registered assigns (the “Holder”) the sum of Seven Million Dollars ($7,000,000) (the “Principal”) ), or so much thereof as shall have been advanced to or for the benefit of Maker, on September 28, 2009 (the “Maturity Date”), on the terms and Conditions set forth herein and in the Securities Purchase Agreement dated September 28, 2006 (the “Purchase Agreement”). This Revolving Note is the Revolving Note referred to in the Accrued Interest Payment Agreement as of June 30, 2008.

Across America Real Estate Corp – ACCRUED INTEREST PAYMENT AGREEMENT (July 7th, 2008)

This ACCRUED INTEREST PAYMENT AGREEMENT (this “Agreement”), is entered into as of June 30, 2008, by and between ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation (the “Company”) and JOSEPH C. ZIMLICH (“ZIMLICH” or the “Buyer”).