0001065645-03-000003 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 14th, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the _____ day of ____________, 2002, by and between VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership with offices at 222 Smallwood Village Center, St. Charles (Waldorf), Maryland 20602 (the "Partnership"), and AMERICAN HOUSING PROPERTIES, L.P., a Delaware limited partnership with offices at 222 Smallwood Village Center, St. Charles, Maryland 20602 (the "Purchaser").

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ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT
American Community Properties Trust • February 14th, 2003 • Land subdividers & developers (no cemeteries)

FOR VALUE RECEIVED, the undersigned ("Transferor") hereby sells, assigns, transfers, sets over, delivers and forever and unconditionally relinquishes unto VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership"), all of Transferor's right, title, and interest in and to the Partnership, constituting a one percent (1%) limited partnership interest in the Partnership, and hereby withdraws from the Partnership.

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