ASSET CAPITAL CORPORATION, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Virginia
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. WACHOVIA CAPITAL MARKETS, LLC ROBERT W. BAIRD & CO. INCORPORATED c/o Friedman, Billings, Ramsey & Co., Inc. as Representative of the several Underwriters 1001 19th Street North Arlington, Virginia 22209
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
EMPLOYMENT AGREEMENT dated as of June 30, 2005, by and between ASSET CAPITAL CORPORATION, INC., a Maryland corporation with its principal place of business at 7315 Wisconsin Avenue, Suite 205 East, Bethesda, Maryland 20814 (the “Company”) and Peter C. Minshall, residing at the address set forth on the signature page hereof (the “Executive”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASSET CAPITAL PARTNERS, L.P.Asset Capital Corporation, Inc. • February 7th, 2006 • Real estate dealers (for their own account) • Delaware
This Amended and Restated Agreement of Limited Partnership of Asset Capital Partners, L.P. is made and entered into this 30th day of June, 2005 by and among Asset Capital Partners, L.P. (the “Partnership”), Asset Capital Corporation, Inc., a Maryland corporation (the “Company”) and ACC GP, LLC, a Delaware limited liability company and currently the sole general partner of the Partnership (the “General Partner”), as well as the other limited partners who from time to time execute this Agreement or counterparts hereof as limited partners.
LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT Under the Asset Capital Corporation, Inc. 2005 Equity Incentive Plan (Officers and Employees)Long Term Incentive Plan Unit Vesting Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Virginia
Pursuant to the Asset Capital Corporation, Inc. 2005 Equity Incentive Plan (the “Plan”) as amended through the date hereof and the First Amended and Restated Agreement of Limited Partnership, to be dated as of the Closing Date (as defined below) (the “Partnership Agreement”), of Asset Capital Partners, L.P., a Delaware limited partnership (the “Partnership”), Asset Capital Corporation, Inc., a Maryland corporation (the “Company”), through its wholly owned subsidiary ACC GP, LLC, a Delaware limited liability company and the general partner of the Partnership, for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement, as amended) having the rights, voting powers, restrictions, limitations
CONTRIBUTION AGREEMENT BY AND AMONG The members of Pidgeon Hill Drive LLC as Contributors; Asset Capital Corporation, L.L.C. a Delaware limited liability company as Contributor and Managing Member AND Asset Capital Corporation, Inc. a Maryland...Contribution Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 23rd day of June, 2005 by and between the signatories to this Agreement, each an individual or entity as set forth on their respective signature page ( the “Contributors”); and Asset Capital Corporation, Inc., a Maryland corporation (“Acquirer”).
LOAN AGREEMENT by and between ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership, as Borrower and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania banking corporation, as Lender,Loan Agreement • July 18th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
This Loan Agreement (this “Agreement”) is made as of the 20th day of March, 2006, by and between ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership and (the “Borrower”) and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania banking corporation (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of July 29, 2005 (“Effective Date”), by and between CAREFIRST BLUECHOICE, INC., a District of Columbia corporation (“Seller”), and ACC FREDERICK MEDICAL CENTER LLC, a Delaware limited liability company (“Purchaser”), with reference to the following facts:
AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS AMENDMENT made as of the 20th day of September, 2005 by and between PINEWOOD ASSOCIATES, LLC (“Seller”), and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”).
PURCHASE AND SALE AGREEMENT Timonium Professional Center, Timonium, MDPurchase and Sale Agreement • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT (CLASS C INTERESTS)Assignment and Assumption of Partnership Interest Sale/Purchase Option Agreement • April 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
SALE/PURCHASE OPTION AGREEMENT (this “Assignment”) is dated as of May 27, 2005 (the “Effective Date”), between WESTAT, INC., a Delaware corporation (the “Assignor”) as assignor, and ASSET CAPITAL CORPORATION, L.L.C. a Delaware limited liability company (the “Assignee”), as assignee.
ASSET MANAGEMENT AGREEMENT (Maryland Portfolio)Asset Management Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made effective as of the 29th day of July, 2005 (the “Effective Date”), between ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership, having an office at 4733 Bethesda Avenue, Suite 800, Bethesda, Maryland 20814 (“Owner”), and BROWNSTONE CAPITAL, LLC, a Virginia limited liability company, having an office at 4733 Bethesda Avenue, Suite 500, Bethesda, Maryland 20814 (“Manager”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 23, 2006, is hereby entered into by and between Asset Capital Corporation, Inc., a Maryland corporation with its principal place of business at 7315 Wisconsin Avenue, Suite 205 East, Bethesda, Maryland 20814 (the “Company”) and William B. LeBlanc III, residing at the address set forth on the signature page hereof (the “Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN Asset Capital Management, LLC, a Maryland limited liability company, ARV/ACC Engineering LLC, a Delaware limited liability company, and Asset Capital Corporation, L.L.C., a Delaware limited liability...Assignment and Assumption Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of this 23rd day of June, 2005 by and among Asset Capital Management, LLC, a Maryland limited liability company (“ACM”), ARV/ACC Engineering LLC, a Delaware limited liability company (“ARV/ACC Engineering”), Asset Capital Corporation, L.L.C., a Delaware limited liability company (“ACC”, and together with ACM and ARV/ACC Engineering, the “Assignors” and each individually an “Assignor”), and Asset Capital Corporation, Inc., a Maryland corporation (“Assignee”).
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT (CLASS B INTERESTS)Assignment and Assumption • April 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT (this “Assignment”) is dated as of May 27, 2005 (the “Effective Date”), between WESTAT, INC., a Delaware corporation (the “Assignor”), as assignor, and ASSET CAPITAL CORPORATION, L.L.C., a Delaware limited liability company (the “Assignee”), as assignee.
AGREEMENT OF SALE AND PURCHASE OF IMPROVED REAL PROPERTYAgreement of Sale and Purchase • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Virginia
THIS AGREEMENT made as of the 18th day of April, 2005 by and between EXECUTIVE TOWER ASSOCIATES, LIMITED PARTNERSHIP (a New Mexico limited partnership, hereinafter sometimes referred to as “Seller”), with a principal place of business at 330 Garfield Street, Santa Fe, New Mexico 87501 and ASSET CAPITAL CORPORATION, L.L.C. (a Delaware limited liability company, hereinafter referred to as the “Purchaser”), its successors and or assigns with a principal place of business at 7315 Wisconsin Avenue, Suite 205 East, Bethesda, Maryland 20814.
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of July 29, 2005 (“Effective Date”), by and between TIMONIUM OFFICE BUILDING LIMITED PARTNERSHIP, a Maryland limited partnership (“Seller”), and ACC TIMONIUM LLC, a Delaware limited liability company (“Purchaser”), with reference to the following facts:
BUILDING PAD PURCHASE AGREEMENT HOLLYMEAD TOWN CENTER (2 over 2 Condominiums)Building Pad Purchase Agreement • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS BUILDING PAD PURCHASE AGREEMENT (the “Agreement”) is entered into this 10th day of April, 2006, by and between HM ACQUISITION GROUP LLC, a Virginia limited liability company (the “Seller”) and NVR, INC., a Virginia corporation d/b/a Ryan Homes (the “Purchaser”).
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is executed this 14th day of December, 2005, between MOR MONTPELIER LLC, FORBES BOULEVARD LLC, and DERRY COURT LLC (collectively, “Seller”) and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”; and, collectively with Seller, the “Parties”).
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE OF IMPROVED REAL PROPERTYAgreement of Sale and Purchase • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS AMENDMENT made as of the 6th day of May, 2005 by and between EXECUTIVE TOWER ASSOCIATES, LIMITED PARTNERSHIP (a New Mexico limited partnership, hereinafter sometimes referred to as “Seller”), with a principal place of business at 330 Garfield Street, Santa Fe, New Mexico 87501 and ASSET CAPITAL CORPORATION, L.L.C. (a Delaware limited liability company, hereinafter referred to as the “Purchaser”), its successors and or assigns with a principal place of business at 7315 Wisconsin Avenue, Suite 205 East, Bethesda, Maryland 20814.
AGREEMENT OF PURCHASE AND SALE Hollymead Retail Block A1 ARTICLE 1: PROPERTY/PURCHASE PRICEAgreement of Purchase and Sale • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
Escrow Agent has executed this Agreement in order to confirm that the Escrow Agent has received and shall hold the Earnest Money and the interest earned thereon, in escrow, and shall disburse the Earnest Money, and the interest earned thereon, pursuant to the provisions of Article 9.
AGREEMENTAgreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Virginia
THIS AGREEMENT (“Agreement”) is made as of the 16th day of August, 2005 (“Agreement Date”), among M. CLIFTON McCLURE and ROBERT M. CALLAGHAN, trustees of the NYC Land Trust, D. MICHAEL ATKINS and ROBERT M. CALLAGHAN, trustees of the Sixty-four-616 Land Trust, M. CLIFTON McCLURE and ROBERT M. CALLAGHAN, trustees of the One Ninth Land Trust, S-V ASSOCIATES, a Virginia general partnership, as the record owners, and WENDELL W. WOOD, as the beneficial owner (collectively, “Owner”) and HM ACQUISITION GROUP, LLC, a Virginia limited liability company (the “Company”); and HM CAPITAL GROUP, LLC, a Virginia limited liability company (“Purchaser”).
MEZZANINE LOAN AND SECURITY AGREEMENT among ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership (“Lender”), and BTR MILLER, LLC, a Delaware limited liability company (“Borrower”) Dated: February 15, 2006Mezzanine Loan and Security Agreement • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of February 15, 2006 by and among ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Lender”) and BTR MILLER, LLC, a Delaware limited liability company (the “Borrower”).
CONTRIBUTION AGREEMENT BY AND AMONG The members of Garden City Drive Investors LLC as Contributors; Asset Capital Corporation, L.L.C. a Delaware limited liability company as Contributor and Managing Member AND Asset Capital Corporation, Inc. a...Contribution Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 23rd day of June, 2005 by and between the signatories to this Agreement, each an individual or entity as set forth on their respective signature page ( the “Contributors”); and Asset Capital Corporation, Inc., a Maryland corporation (“Acquirer”).
ASSET MANAGEMENT AGREEMENT (Hollymead Town Center)Asset Management Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made effective as of the 2nd day of February, 2006 (the “Effective Date”), between HM ACQUISITION GROUP LLC, a Virginia limited liability company, having an office at 4733 Bethesda Avenue, Suite 800, Bethesda, Maryland 20814 (“Owner”), and OCTAGON PARTNERS, LLC, a Virginia limited liability company having its principal place of business at 210 5th Street, N.E., Charlottesville, Virginia 22902 (“Manager”) and OPRE PREFERRED INVESTMENTS, LLC, a Virginia limited liability company having its principal place of business at 210 5th Street, N.E., Charlottesville, Virginia 22902 (“OPRE Preferred Investments”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2005, by and among Asset Capital Corporation, Inc., a Maryland corporation (together with any successor entity thereto, the “Company”), Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (together with any successor entity thereto, “FBR”), and Peter C. Minshall, Blair D. Fernau, William B. LeBlanc III, Barry E. Johnson and Kenneth M. Houle (collectively, the “Management Holders”), pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of June 23, 2005, by and among the Company, Asset Capital Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and FBR. In order to induce (i) FBR to enter into the Purchase/ Placement Agreement and to purchase, in its capacity as initial purchaser, the Rule 144A Shares (as defined below) or the Regulation S Shares (as defined below) from the Company and to place, in its capacity as placeme
AGREEMENT OF SALE BY AND BETWEEN LAKE WRIGHT PROPERTIES I, LLC LAKE WRIGHT PROPERTIES II, LLC TRIDENT PROPERTIES, LLC, and SOUTHPORT CENTER, LLC, AS SELLER AND ASSET CAPITAL PARTNERS, L.P., OR PERMITTED ASSIGNS, AS PURCHASER May 15, 2006Agreement of Sale • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Virginia
THIS AGREEMENT OF SALE (“Agreement”) made as of the 15th day of May, 2006 by and between LAKE WRIGHT PROPERTIES I, LLC, LAKE WRIGHT PROPERTIES II, LLC, TRIDENT PROPERTIES, LLC, and SOUTHPORT CENTER, LLC, each a Virginia limited liability company (collectively the “Seller”), and ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership, its permitted successors and assigns (“Purchaser”).
AGREEMENT OF PURCHASE AND SALE Pinewood Plaza Hampton, VAAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
This Separation Agreement and General Release (“Separation Agreement”) is made by and between Asset Capital Corporation, Inc., a Maryland Corporation (the “Company”), and Barry E. Johnson, (the “Executive”). The Company and the Executive may be referred to collectively herein from time to time as “the Parties.”
AMENDMENT NO. 2 TO AGREEMENT OF SALE AND PURCHASE OF IMPROVED REAL PROPERTYAgreement of Sale and Purchase • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
THIS AMENDMENT made as of the 6th day of June, 2005 by and between EXECUTIVE TOWER ASSOCIATES, LIMITED PARTNERSHIP (a New Mexico limited partnership, hereinafter sometimes referred to as “Seller”), with a principal place of business at 330 Garfield Street, Santa Fe, New Mexico 87501 and ASSET CAPITAL CORPORATION, L.L.C. (a Delaware limited liability company, hereinafter referred to as the “Purchaser”), its successors and or assigns with a principal place of business at 7315 Wisconsin Avenue, Suite 205 East, Bethesda, Maryland 20814.
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 18th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
This Agreement of Purchase and Sale (this “Agreement”) is made and entered into this 7th day of July, 2006, by and between ASSET CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Buyer”) (the “Buyer”) and MOR FORBES 2 LLC, a Maryland limited liability company (the “Owner”), Manekin Forbes LLLP a Maryland limited liability limited partnership (“MIA”) and Corporate Office Properties L.P., a Maryland limited partnership (“COPT”; MIA and COPT are hereinafter referred to as the “Interest Holders”; Owner and Interest Holders are hereinafter referred to as the “Seller”).
FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is executed this 9th day of January, 2006, between MOR MONTPELIER LLC, FORBES BOULEVARD LLC, and DERRY COURT LLC (collectively, “Seller”) and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”; and, collectively with Seller, the “Parties”).
CONTRIBUTION AGREEMENT BY AND AMONG The members of Second Pidgeon LLC as Contributors; Asset Capital Corporation, L.L.C. a Delaware limited liability company as Contributor and Managing Member AND Asset Capital Corporation, Inc. a Maryland...Contribution Agreement • February 7th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account) • Maryland
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 23rd day of June, 2005 by and between the signatories to this Agreement, each an individual or entity as set forth on their respective signature page ( the “Contributors”); and Asset Capital Corporation, Inc., a Maryland corporation (“Acquirer”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 5th, 2006 • Asset Capital Corporation, Inc. • Real estate dealers (for their own account)
