INTEREST CONTRIBUTION AGREEMENT by and among ADMG PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributor’s Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT...Interest Contribution Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 1, 2013, is made and entered into by and among ADMG Partners LP, a North Carolina limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”) and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA are referred to herein collectively as the “Parties” and individually as a “Party.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of July 1, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”) and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the “Investor”).
MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC AND ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC JULY 1, 2013Master Contribution and Assignment Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT (“Agreement”), dated as of July 1, 2013, is made and entered into by and among Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” and, together with LATA, the “LATA Parties”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL1”), and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2” and together with EL1, the “EL Entities”). LATA, LATA Holdings and the EL Entities are referred to herein collectively as the “Parties” and individually as a “Party.”
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between Elco LR OPT II REIT LP, a Delaware limited partnership (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTJoinder Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between MB Equity Holdings Inc., a British Virgin Islands corporation (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.
COMMON STOCK PURCHASE AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., 2335887 LIMITED PARTNERSHIP AND MB EQUITY HOLDINGS, INC. AS THE PURCHASERS, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC AND ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC...Common Stock Purchase Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 1, 2013, by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Corporation”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”) and MB Equity Holdings, Inc., a British Virgin Islands corporation (“MBEH” and, together with OPTrust, the “Purchasers” and each a “Purchaser”), ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“EL1”), and ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC, a Delaware limited liability company (“EL2” and, together with EL1, the “EL Entities”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Delaware
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.
TAX PROTECTION AGREEMENTTax Protection Agreement • July 8th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2013 by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”), LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), Elco LR OPT II REIT LP, a Delaware partnership (the “Contributor”) and Elco LR OPT II LP, a Delaware limited partnership (the “JV Entity”).
