Shares WEST COAST REALTY TRUST, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • New York
West Coast Realty Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Maxim Group LLC is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of _________ shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional ____________ shares of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares (the “Option Shares”). The Firm Shares and the Option Shares are collectively referred to herein as the context requires as
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • Maryland
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2012 by and between West Coast Realty Trust, Inc., a Maryland corporation (the “Company”), and the holders of OP Units (as defined herein) listed on Schedule A hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
LIMITED PARTNERSHIP AGREEMENT OF WCRT OPERATING PARTNERSHIP, L.P. Dated as of September [__], 2012Limited Partnership Agreement • September 11th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • Delaware
WCRT Operating Partnership, L.P. (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 Office of the Secretary of State of the State of Delaware on March 22, 2012. This Limited Partnership Agreement (“Agreement”) is entered into as of September [__], 2012, by and between West Coast Realty Trust, Inc. a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 14th, 2012 • West Coast Realty Trust, Inc. • California
This Property Management Agreement (Agreement) is entered into this 15th day of July, 2002, by and between Howe & University, LLC (Landlord) and University Capital Management, Inc. (Manager).
Auburn & Douglas)Membership Interest Purchase Agreement • May 14th, 2012 • West Coast Realty Trust, Inc. • California
THIS LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”), dated as of May 9, 2012 for reference purposes, is made by and among (i) ROGER A. DREYER ("Dreyer"), (ii) UNIVERSITY CAPITAL MANAGEMENT, INC., a California corporation ("UCM"), (iii) RICHARD P. BERNSTEIN ("Bernstein"), (Dreyer, UCM and Bernstein, collectively, the "Sellers"), and (iv) WCRT Operating Partnership, L.P., a Delaware limited partnership (the "Purchaser").
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into, and is effective for all purposes as of, the Effective Date (as defined below) by and among WCRT Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), West Coast Realty Trust, Inc., a Maryland corporation (the “Company”), and Jeffrey B. Berger (the “Executive”).
LIMITED PARTNERSHIP AGREEMENT OF WCRT OPERATING PARTNERSHIP, L.P. Dated as of October [__], 2012Limited Partnership Agreement • October 9th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • Delaware
WCRT Operating Partnership, L.P. (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 Office of the Secretary of State of the State of Delaware on March 22, 2012. This Limited Partnership Agreement (“Agreement”) is entered into as of October [__], 2012 (the “Effective Date”), by and between West Coast Realty Trust, Inc. a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
Contract’s Warrant • September 11th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TOMembership Interest Purchase Agreement • August 10th, 2012 • West Coast Realty Trust, Inc. • Real estate investment trusts • California
This First Amendment to LLC Membership Interest Purchase Agreement (“Amendment”) is entered into effective as of August 1, 2012, by and among ROGER A DREYER, an individual (“DREYER”), DREYER PROPERTIES, INC., a California corporation (“DPI”), UNIVERSITY CAPITAL MANAGEMENT, INC., a California corporation (“UCM”), RICHARD P. BERNSTEIN, an individual (“BERNSTEIN”), and WCRT Operating Partnership, L.P., a Delaware limited partnership (“WCRT”).
