Comstock Homebuilding Companies, Inc. Sample Contracts

AMENDED AND RESTATED INDENTURE between COMSTOCK HOMEBUILDING COMPANIES, INC. and WELLS FARGO BANK, N.A., as Trustee Dated as of March 14, 2008
Indenture • March 24th, 2008 • Comstock Homebuilding Companies, Inc. • Operative builders • New York

This AMENDED AND RESTATED INDENTURE, dated as of March 14, 2008, is between Comstock Homebuilding Companies, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).

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LOAN AGREEMENT (Acquisition Loan and Revolving Construction Line of Credit)
Loan Agreement • November 14th, 2016 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS LOAN AGREEMENT made effective as of the 30th day of September, 2016 by and between COMSTOCK POWHATAN, L.C., a Virginia limited liability company (“Borrower”) and CARDINAL BANK, a Virginia state chartered bank (“Lender”).

COMSTOCK HOMEBUILDING COMPANIES, INC. RESTRICTED STOCK AGREEMENT FOR [Insert name of Recipient]
Restricted Stock Agreement • March 31st, 2005 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of . 200 , by and between COMSTOCK HOMEBUILDING COMPANIES, INC. a Delaware corporation (the “Company”), and (the “Recipient”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2020 • Comstock Holding Companies, Inc. • Real estate • Virginia

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is effective this 27th day of April, 2020, between Comstock Holding Companies, Inc. (the "Employer") and Christopher Clemente (the "Executive").

COMSTOCK HOMEBUILDING COMPANIES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware

This INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of , 200 , by and between Comstock Homebuilding Companies, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 10 hereof.

LOAN AGREEMENT
Loan Agreement • November 12th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Maryland

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, “Agreement”), dated as of the day of September, 2013, by and between (i) EAGLEBANK (the “Lender”), and (ii) COMSTOCK MAXWELL SQUARE, L.C., a Virginia limited liability company (the “Borrower”), recites and provides:

FORM OF WARRANT COMSTOCK HOLDING COMPANIES, INC. WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK
Comstock Holding Companies, Inc. • November 16th, 2017 • Operative builders • Delaware

THIS CERTIFIES that, for value received, Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), upon the surrender of this Warrant to the Company at the address specified herein, at any time during the Exercise Period (as defined below) will upon receipt of the Exercise Price (as defined below), sell and deliver to Comstock Development Services, LC (the “Holder”), up to the number of duly authorized, validly issued and fully paid and nonassessable shares of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”), set forth above, as appropriately adjusted pursuant to Section G. The term “Common Stock” shall mean the aforementioned common stock of the Company together with any other equity securities that may be issued by the Company in connection therewith or in substitution therefor, as provided herein, that is not limited as to final sum or percentage in respect of the rights of the holders thereof to participate in dividends or in distr

AMENDED AND RESTATED MASTER ASSET MANAGEMENT AGREEMENT among Comstock Development Services, LC and CDS Asset Management, LC Effective as of January __, 2019
Master Asset Management Agreement • April 15th, 2020 • Comstock Holding Companies, Inc. • Operative builders • Virginia

This MASTER ASSET MANAGEMENT AGREEMENT (“Agreement”) is entered into on this ___ day of April 2019 (the “Execution Date”) and made effective as of the 2nd day of January 2019 (the “Effective Date”), among Comstock Development Services, LC, a Virginia limited liability company (“CDS”) and CDS Asset Management, L.C., a Virginia limited liability company (the “Manager”).

LOAN AGREEMENT
Loan Agreement • March 27th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Maryland

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, “Agreement”), dated as of the day of March, 2013, by and between (i) EAGLE COMMERCIAL VENTURES, LLC (the “Lender”), and (ii) COMSTOCK REDLAND ROAD, L.C., a Virginia limited liability company (the “Borrower”), recites and provides:

AMENDED AND RESTATED SUBORDINATED DEFICIENCY NOTE
Comstock Homebuilding Companies, Inc. • March 31st, 2010 • Operative builders

FOR VALUE RECEIVED, the undersigned, COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Noteholder” or “Wachovia”), the sum of Two Hundred and Five Thousand, Four Hundred Eighty-Eight and 23/100 Dollars ($205,488.23) (the “Subordinated Deficiency Note”), or so much thereof as shall remain unpaid; this Note being non-interest bearing provided that Borrower is not in default of its obligations hereunder. This Subordinated Deficiency Note is issued pursuant to that certain Consensual Foreclosure and Settlement Agreement dated August 17, 2009 (the “Agreement”), and shall restate in full and supersede that certain Subordinated Deficiency Note dated August 17, 2009 in the original principal amount of $1,805,243.00. Borrower hereby agrees to pay Noteholder in full on the Maturity Date (as defined herein). As consideration for the entry into this Subordinated D

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the day of December 2006, by COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “ Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”), and its successors and assigns.

LOAN AGREEMENT
Loan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Maryland

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, the “Agreement”), dated as of the day of , 2012, by and between (i) EAGLEBANK (the “Lender”), and (ii) COMSTOCK POTOMAC YARD, L.C., a Virginia limited liability company (“Potomac Yard”), and COMSTOCK PENDERBROOK, L.C., a Virginia limited liability company (“Penderbrook”), jointly and severally (Potomac Yard and Penderbrook, jointly and severally, and collectively, the “Borrower”), recites and provides:

COMSTOCK HOLDING COMPANIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of March 27, 2015
Section 382 Rights Agreement • March 27th, 2015 • Comstock Holding Companies, Inc. • Operative builders • New York

WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and

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Lease Agreement • August 13th, 2004 • Comstock Homebuilding Companies, Inc. • Virginia
COMSTOCK HOMEBUILDING COMPANIES, INC. RESTRICTED STOCK AGREEMENT FOR
Restricted Stock Agreement • May 13th, 2011 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , 2011 by and between COMSTOCK HOMEBUILDING COMPANIES, INC. a Delaware corporation (the “Company”), and [ ] (the “Recipient”).

CONTRACT OF SALE (The Commons on Potomac Square Apartments, Loudoun County, Virginia)
Contract of Sale • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS CONTRACT OF SALE (this “Contract”) is made as of the “Effective Date” (as defined in Section 16) by and among: (i) CAPREIT Acquisition Corporation, a Maryland corporation (“Purchaser”), and (ii) Comstock Cascades II, L.C., a Virginia limited liability company (“Seller”).

NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT
Note Exchange and Subscription Agreement • August 14th, 2018 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is effective as of May 23, 2018 (the “Effective Date”) by Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), and Comstock Growth Fund II, L.C. (the “Noteholder”). The Company and the Noteholder are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

JUNIOR SUBORDINATED INDENTURE between COMSTOCK HOMEBUILDING COMPANIES, INC. and WELLSFARGO BANK, N.A., as Trustee Dated as of May 4,2006
Comstock Homebuilding Companies, Inc. • August 9th, 2006 • Operative builders • New York

This JUNIOR SUBORDINATED INDENTURE, dated as of May 4, 2006, is between Comstock Homebuilding Companies, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).

CONSTRUCTION LOAN AGREEMENT (Revolving Line of Credit)
Construction Loan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS CONSTRUCTION LOAN AGREEMENT made as of the 27th day of September, 2012 by and between COMSTOCK EASTGATE, L.C., a limited liability company organized under the laws of the Commonwealth of Virginia (the “Borrower”), and CARDINAL BANK, a bank chartered under the laws of the Commonwealth of Virginia (“Lender”).

LOAN AGREEMENT
Loan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of the day of October, 2011, is made by and between BCL PENDERBROOK, LLC, a Delaware limited liability company (“Lender”), and COMSTOCK PENDERBROOK, L.C., a Virginia limited liability company (“Borrower”).

AMENDED AND RESTATED PROMISSORY NOTE (TRIBBLE ROAD LOAN)
Comstock Homebuilding Companies, Inc. • March 31st, 2009 • Operative builders
AGREEMENT OF SUBLEASE
Consent and Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders

THIS AGREEMENT OF SUBLEASE (this "Sublease") is made as of the 1st day of October, 2004 by and between COMSTOCK ASSET MANAGEMENT, L.C. ("Sublandlord"), and COMSTOCK HOMES, INC., a Virginia Limited Liability Company ("Subtenant").

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Contract
Comstock Holding Companies, Inc. • March 31st, 2022 • Real estate
STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 19, 2006 BY AND AMONG COMSTOCK HOMEBUILDING COMPANIES, INC. PARKER-CHANDLER HOMES, INC., AND EACH OF THE SELLING SHAREHOLDERS IDENTIFIED HEREIN
Stock Purchase Agreement • March 16th, 2006 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 19, 2006, by and among COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Purchaser”), PARKER-CHANDLER HOMES, INC., a Georgia corporation (the “Company”), and each of the following individuals who are all of the shareholders of the Company on the date hereof, owning in the aggregate 1,429 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), which Shares constitute all of the issued and outstanding capital stock of the Company: JAMES B. PARKER, JR., ANDREW H. CHANDLER, JR., SUNDERRAJ M. KAMALESON, ROBERT A. FORSTER, RICHARD DOBKIN, EUGENE E. PEARSON, JOHN D. PEARSON, DONALD SCHROELUCKE and JAMES SHIRAH (each a “Seller” and collectively, the “Sellers”).

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

This Agreement is between Christopher Clemente (hereafter "You") and Comstock Homebuilding Companies, Inc., its affiliates, successors, assigns, parents and subsidiaries (hereafter "the Company"), effective this day of , 2004. You are entering into this Agreement based on the provision of consideration to You from the Company, including the grant of equity in the Company to You in connection with the Company's initial public offering (the "IPO Grant"), Your employment and continued employment with the Company, and such other benefits that You acknowledge to be sufficient consideration for this Agreement.

GUARANTY AGREEMENT
Guaranty Agreement • March 24th, 2008 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS GUARANTY dated February , 2008 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), made by COMSTOCK POTOMAC YARD, L.C., a Virginia limited liability company having an address at (“Guarantor”), in favor of STONEHENGE FUNDING, LC, having an office at 11465 Sunset Hills Road, #620, Reston, Virginia 20190 (“Lender”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 15th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Virginia

The undersigned subscriber (“Subscriber”) acknowledges that he/she/it has received and reviewed the Risk Disclosures and operating agreement of Comstock Investors VII, L.C., a Virginia limited liability company (the “Company”), including the exhibits thereto (the “Company Operating Agreement”), relating to the offering of Company membership interest(s) (the “Interests”) and has reviewed it in conjunction with the risk disclosures for the manager of the Company, Comstock Holding Companies, Inc. (“Comstock” or “Manager”) as contained in the latest Annual Report filed on Form 10-K as can be found online at www.sec.gov or at its investors relations homepage found at www.comstockhomes.com. Subscriber also understands that certain portions of the offering materials contain forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, those identified by such words as may, will, expect, project, anticipate, estimate, believe, i

AGREEMENT OF SUBLEASE
Agreement of Sublease • March 31st, 2010 • Comstock Homebuilding Companies, Inc. • Operative builders

THIS AGREEMENT OF SUBLEASE (“Sublease”) is made as of the 31st day of December, 2009 by and between Comstock Asset Management, L.C. (“Sublandlord”) and Comstock Property Management, L.C., a Virginia limited liability company (“Subtenant”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 28th, 2017 • Comstock Holding Companies, Inc. • Operative builders • Virginia

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of March 22, 2017 (the “Effective Date”), is made by and among Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), and each of the stockholders listed on the signature page attached hereto (each a “Holder” and, collectively, the “Holders”).

COMSTOCK HOMEBUILDING COMPANIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR [insert name of optionee here] Agreement
Qualified Stock Option Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware
SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made effective as of the 22nd day of November, 2006, by and among: COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Borrower,” whether one or more) and BANK OF AMERICA, N.A., a national banking association, its successors and assigns (the “Lender”).

Contract
Purchase and Sale Agreement • March 21st, 2024 • Comstock Holding Companies, Inc. • Real estate • Maryland
SUBSCRIPTION AGREEMENT
Subscription Agreement • August 14th, 2015 • Comstock Holding Companies, Inc. • Operative builders • Virginia

The undersigned subscriber (“Subscriber”) acknowledges that he/she/it has received and reviewed the Risk Disclosures and operating agreement of Comstock Investors IX, L.C., a Virginia limited liability company (the “Company”), including the exhibits thereto (the “Company Operating Agreement”), relating to the offering of Company membership interest(s) (the “Interests”) and has reviewed it in conjunction with the risk disclosures for the manager of the Company, Comstock Holding Companies, Inc. (“Comstock” or “Manager”) as contained in the latest Annual Report filed on Form 10-K as can be found online at www.sec.gov or at its investors relations homepage found at www.comstockhomes.com. Subscriber also understands that certain portions of the offering materials contain forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, those identified by such words as may, will, expect, project, anticipate, estimate, believe, in

AGREEMENT (Marketing and Sale of Condominium Units)
Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS AGREEMENT (“Agreement”) is made as of the 21st day of December, 2006, by and between Comstock Countryside, L.C., a Virginia limited liability company (“Countryside”), having its offices at 11465 Sunset Hills Road, 5th Floor, Reston, Virginia 20190 and Merion-Loudoun, LC, a Virginia limited liability company (“Owner”), having its offices at 928 Mackall Ave, McLean, Virginia 22101.

FORBEARANCE AGREEMENT (Comstock Cascades, L.C.)
Forbearance Agreement • November 13th, 2009 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS FORBEARANCE AGREEMENT dated as of September , 2009 (which, together with all amendments and modifications hereto, is hereinafter referred to as this “Agreement”) is made by and among COMSTOCK CASCADES, L.C., a Virginia limited liability company (the “Borrower”), COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Guarantor”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation and successor-by-merger to M&T Mortgage Corporation (the “Bank”).

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