Shares City Ventures, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 16th, 2013 • City Ventures, Inc. • Operative builders • New York
City Ventures, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) to cover over-allotments in the sale of the Firm Shares as set forth below.
OPTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Tranche 3)Assignment and Assumption Agreement • August 16th, 2013 • City Ventures, Inc. • Operative builders • California
and expenses) (collectively, the “Losses”) asserted against or incurred by Seller by reason of or arising out of any failure by Buyer to perform and observe the obligations, covenants, terms and conditions assumed by Buyer hereunder. Seller agrees to indemnify Buyer and hold Buyer harmless from and against any and all Losses asserted against or incurred by Buyer by reason of or arising out of any failure by Seller to perform and observe such obligations, covenants, terms and conditions arising before the Closing.
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • June 18th, 2013 • City Ventures, Inc. • Operative builders • New York
This Right of First Offer Agreement (this “Agreement”) is made as of , 2013, by and between CV LandCo, LLC, a Delaware limited liability company (together with each of its subsidiaries that owns Property (defined below) and executed a Joinder Agreement, the “Owner”), and City Ventures, Inc., a Delaware corporation (together with its subsidiaries, the “Developer”).
FORM OF SUPPORT SERVICES AGREEMENTForm of Support Services Agreement • June 18th, 2013 • City Ventures, Inc. • Operative builders • New York
This Support Services Agreement (“Agreement”) is made as of , 2013 by and between CV LandCo, LLC, a Delaware limited liability company (“LandCo”), and City Ventures, Inc., a Delaware corporation (“Service Company”).
FORM OF INDEMNIFICATION AGREEMENTForm Of • August 16th, 2013 • City Ventures, Inc. • Operative builders • Delaware
WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers of the Company and its subsidiaries;
FORM OF OPTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Tranche [1 / 2 / 3])Option Agreement and Joint Escrow Instructions • June 18th, 2013 • City Ventures, Inc. • Operative builders • California
and expenses) (collectively, the “Losses”) asserted against or incurred by Seller by reason of or arising out of any failure by Buyer to perform and observe the obligations, covenants, terms and conditions assumed by Buyer hereunder. Seller agrees to indemnify Buyer and hold Buyer harmless from and against any and all Losses asserted against or incurred by Buyer by reason of or arising out of any failure by Seller to perform and observe such obligations, covenants, terms and conditions arising before the Closing.
