Interest Contribution Agreement Sample Contracts

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Presidential Rlty New -Cl B – Second Amendment to Interest Contribution Agreement (April 5th, 2017)

THIS SECOND AMENDMENT TO INTEREST CONTRIBUTION AGREEMENT (this "Second Amendment") is made and entered into as of this 31st day of March 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FCRE OP" or the "Contributor"), FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("First Capital" and together with FCRE OP, each an "FC Party" and collectively the "FC Parties"), TOWNSHIP NINE OWNER, LLC, a Delaware limited liability company ("T9 JV"), CAPITOL STATION HOLDINGS, LLC, a California limited liability company ("T9 Holdings"), CAPITOL STATION MEMBER, LLC, a Delaware limited liability company ("T9 Member"), CAPITOL STATION 65 LLC, a California limited liability company ("T9 Fee" and together with T9 JV, T9 Holdings and T9 Member collectively referred to herein as the "T9 Parties"), AVALON JUBILEE, LLC, a New Mexico limited liability company ("Avalon Fee"), PRESIDENTIAL REALTY OPERATING PARTNERSH

Interest Contribution Agreement (April 3rd, 2017)

This INTEREST CONTRIBUTION AGREEMENT (this "Agreement"), is dated as of March 31, 2017 (the "Execution Date"), by and among First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership ("Contributor"), First Capital Real Estate Trust Incorporated, a Maryland corporation, (the "Contributor Parent" and, together with Contributor, the "Contributor Parties"), FC Global Realty Operating Partnership, LLC, a Delaware limited liability company ("Acquiror"), and PhotoMedex, Inc., a Nevada corporation ("Acquiror Parent" and, together with Acquiror, the "Acquiror Parties"). Each of the Contributor Parties and each of the Acquiror Parties is referred to herein individually as a "Party" and collectively as the "Parties").

United Realty Trust Inc – Second Amendment to Interest Contribution Agreement (April 3rd, 2017)

THIS SECOND AMENDMENT TO INTEREST CONTRIBUTION AGREEMENT (this "Second Amendment") is made and entered into as of this 31st day of March 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FCRE OP" or the "Contributor"), FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("First Capital" and together with FCRE OP, each an "FC Party" and collectively the "FC Parties"), TOWNSHIP NINE OWNER, LLC, a Delaware limited liability company ("T9 JV"), CAPITOL STATION HOLDINGS, LLC, a California limited liability company ("T9 Holdings"), CAPITOL STATION MEMBER, LLC, a Delaware limited liability company ("T9 Member"), CAPITOL STATION 65 LLC, a California limited liability company ("T9 Fee" and together with T9 JV, T9 Holdings and T9 Member collectively referred to herein as the "T9 Parties"), AVALON JUBILEE, LLC, a New Mexico limited liability company ("Avalon Fee"), PRESIDENTIAL REALTY OPERATING PARTNERSH

United Realty Trust Inc – Interest Contribution Agreement (April 3rd, 2017)

This INTEREST CONTRIBUTION AGREEMENT (this "Agreement"), is dated as of March 31, 2017 (the "Execution Date"), by and among First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership ("Contributor"), First Capital Real Estate Trust Incorporated, a Maryland corporation, (the "Contributor Parent" and, together with Contributor, the "Contributor Parties"), FC Global Realty Operating Partnership, LLC, a Delaware limited liability company ("Acquiror"), and PhotoMedex, Inc., a Nevada corporation ("Acquiror Parent" and, together with Acquiror, the "Acquiror Parties"). Each of the Contributor Parties and each of the Acquiror Parties is referred to herein individually as a "Party" and collectively as the "Parties").

Presidential Rlty New -Cl B – First Amendment to Interest Contribution Agreement (January 12th, 2017)

THIS FIRST AMENDMENT TO INTEREST CONTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 6th day of January 2017, by and between Presidential Realty Corporation ("Presidential"), Presidential Realty Operating Partnership LP ("Presidential OP," and together with Presidential, the "Presidential Parties"), First Capital Real Estate Operating Partnership, LP ("FCRE OP"), First Capital Real Estate Trust Incorporated ("First Capital," and together with FCRE OP, the "FC Parties"), Township Nine Owner, LLC ("T9 JV"), Capital Station Holdings, LLC ("T9 Holdings"), Capital Station Member, LLC ("T9 Member"), Capital Station 65 LLC ("T9 Fee")and Avalon Jubilee LLC ("Avalon Fee"). Collectively, the parties to this Amendment are referred to herein as the "Parties."

United Realty Trust Inc – First Amendment to Interest Contribution Agreement (January 12th, 2017)

THIS FIRST AMENDMENT TO INTEREST CONTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 6th day of January 2017, by and between Presidential Realty Corporation ("Presidential"), Presidential Realty Operating Partnership LP ("Presidential OP," and together with Presidential, the "Presidential Parties"), First Capital Real Estate Operating Partnership, LP ("FCRE OP"), First Capital Real Estate Trust Incorporated ("First Capital," and together with FCRE OP, the "FC Parties"), Township Nine Owner, LLC ("T9 JV"), Capital Station Holdings, LLC ("T9 Holdings"), Capital Station Member, LLC ("T9 Member"), Capital Station 65 LLC ("T9 Fee")and Avalon Jubilee LLC ("Avalon Fee"). Collectively, the parties to this Amendment are referred to herein as the "Parties."

Presidential Rlty New -Cl B – INTEREST CONTRIBUTION AGREEMENT by and Among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP FIRST CAPITAL REAL ESTATE TRUST INCORPORATED TOWNSHIP NINE OWNER, LLC CAPITOL STATION HOLDINGS, LLC CAPITOL STATION MEMBER, LLC CAPITOL STATION 65, LLC AVALON JUBILEE, LLC and PRESIDENTIAL REALTY OPERATING PARTNERSHIP LP PRESIDENTIAL REALTY CORPORATION December 16, 2016 INTEREST CONTRIBUTION AGREEMENT (December 20th, 2016)

This INTEREST CONTRIBUTION AGREEMENT dated as of December 16, 2016 (this "Agreement"), is made and entered into among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FCRE OP" or the "Contributor"), FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("First Capital" and together with FCRE OP, each an "FC Party" and collectively the "FC Parties"), TOWNSHIP NINE OWNER, LLC, a Delaware limited liability company ("T9 JV"), CAPITOL STATION HOLDINGS, LLC, a California limited liability company ("T9 Holdings"), CAPITOL STATION MEMBER, LLC, a Delaware limited liability company ("T9 Member"), CAPITOL STATION 65 LLC, a California limited liability company ("T9 Fee" and together with T9 JV, T9 Holdings and T9 Member collectively referred to herein as the "T9 Parties"), AVALON JUBILEE, LLC, a New Mexico limited liability company ("Avalon Fee") PRESIDENTIAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership ("PRES OP") and PRESIDE

United Realty Trust Inc – Interest Contribution Agreement (December 19th, 2016)

This INTEREST CONTRIBUTION AGREEMENT dated as of December 16, 2016 (this "Agreement"), is made and entered into among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FCRE OP" or the "Contributor"), FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("First Capital" and together with FCRE OP, each an "FC Party" and collectively the "FC Parties"), TOWNSHIP NINE OWNER, LLC, a Delaware limited liability company ("T9 JV"), CAPITOL STATION HOLDINGS, LLC, a California limited liability company ("T9 Holdings"), CAPITOL STATION MEMBER, LLC, a Delaware limited liability company ("T9 Member"), CAPITOL STATION 65 LLC, a California limited liability company ("T9 Fee" and together with T9 JV, T9 Holdings and T9 Member collectively referred to herein as the "T9 Parties"), AVALON JUBILEE, LLC, a New Mexico limited liability company ("Avalon Fee") PRESIDENTIAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership ("PRES OP") and PRESIDE

United Realty Trust Inc – INTEREST CONTRIBUTION AGREEMENT by and Among SIAMAK KOHANOFF FIRST CAPITAL REAL ESTATE TRUST INCORPORATED and FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP September 13, 2016 CONTRIBUTION AGREEMENT (September 20th, 2016)

This CONTRIBUTION AGREEMENT dated as of September 13, 2016 (this "Agreement"), is made and entered into among SIAMAK KOHANOFF (the "Contributor"), FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L.P. ("FCRE OP") and FIRST CAPITAL REAL ESTATE TRUST INCORPORATED ("FCRE" and together with FCRE OP, each individually referred to herein as an "FC Party" and collectively referred to herein as the "FC Parties"). The Contributor and each of the FC Parties may individually be referred to herein as a "Party" or collectively as the "Parties".

United Realty Trust Inc – INTEREST CONTRIBUTION AGREEMENT by and Among NEHEMIAH CORPORATION OF AMERICA NEHEMIAH COMMUNITY REINVESTMENT FUND, INC. INVISION HOLDINGS, INC. NFINIT SOLUTIONS, INC. SYPHAX STRATEGIC SOLUTIONS, LLC CAPITOL STATION HOLDINGS, LLC CAPITOL STATION MEMBER, LLC CAPITOL STATION 65 LLC SRS, LLC FIRST CAPITAL UNITED FUNDS MANAGEMENT, LLC (February 8th, 2016)

ARTICLE I. CONTRIBUTION AND SALE 9 1.1 Recitals 9 1.2 New Entity Formation 9 1.3 Contribution 10 1.4 Consideration 11 1.5 Issuance of Securities 12 1.6 Further Action 12 1.7 Treatment as a Contribution 12 1.8 Distributions with respect to the FC OP Units 13 1.9 Conversion of OP Units 13 1.10 New Class of OP Units 13 ARTICLE II. CLOSING 14 2.1 Closing 14 2.2 Closing deliveries by each of the Contributors 14 2.3 Closing Deliveries by FCRE OP, FCRE and FCREI 15 2.4 Other Closing Deliveries 15

SmartStop Self Storage, Inc. – Limited Partner Interest Contribution Agreement (September 5th, 2014)

THIS LIMITED PARTNER INTEREST CONTRIBUTION AGREEMENT (Agreement) is made and entered into as of the 4th day of September, 2014, effective as of 11:59 PM (PDT) on August 31, 2014 (the Effective Date), by and among Strategic Storage Advisor, LLC, a Delaware limited liability company (the SST Special Limited Partner), USA Self Storage Advisor LLC, a Delaware limited liability company (the REIT I Special Limited Partner), and USA SS REIT II Advisor, LLC, a Delaware limited liability company (the REIT II Special Limited Partner) (the SST Special Limited Partner, REIT I Special Limited Partner, and REIT II Special Limited Partner being collectively referred to herein as the Special Limited Partners), on the one hand, and Strategic Storage Operating Partnership, L.P., a Delaware limited partnership (the Operating Partnership), USA Self Storage Operating Partnership, LP, a Maryland limited partnership (the REIT I Operating Partnership), and USA SS REIT II Operating Partnership, L.P., a Delawar

Apartment Trust of America – Interest Contribution Agreement (July 31st, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 25, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG FAIRCAVE PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to FairCave Investors LLC, the Contributed Entity July 1, 2013 (July 31st, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG FairCave Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to Sonoma Partners DE, LLC, the Contributed Entity July 1, 2013 (July 31st, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to EPCR Investors LLC, the Contributed Entity July 1, 2013 (July 31st, 2013)

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 Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to Royal Green Partners, LLC, the Contributed Entity July 1, 2013 (July 31st, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to Royal Green Partners, LLC, the Contributed Entity July 1, 2013 (July 8th, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to EPCR Investors LLC, the Contributed Entity July 1, 2013 (July 8th, 2013)

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 Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG FAIRCAVE PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to FairCave Investors LLC, the Contributed Entity July 1, 2013 (July 8th, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG FairCave Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, as the Purchaser and LANDMARK APARTMENT TRUST OF AMERICA, INC., Relating to Sonoma Partners DE, LLC, the Contributed Entity July 1, 2013 (July 8th, 2013)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the Contributor), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL or the Contributors 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 Contributors Representative, the Purchaser and LATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to Landmark Grand at Galleria, LLC, the Contributed Entity August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among DK GATEWAY ANDROS II, LLC, a Florida Limited Liability Company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware Limited Liability Company, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia Limited Partnership, as the Partnership and APARTMENT TRUST OF AMERICA, INC., a Maryland Corporation August 3, 2012 Andros Isle Apartments Daytona Beach, Florida (August 8th, 2012)

THIS INTEREST CONTRIBUTION AGREEMENT (this Agreement) is made effective as of August 3, 2012 (the Effective Date), by and among (i) DK GATEWAY ANDROS II, LLC, a Florida limited liability company (the Contributor), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the Contributors Representative), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the Partnership), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (ATA).

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of [ ] [ ], 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to ADMG Altamonte Partners, LLC, the Contributed Entity August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among DK ESPLANADE, LLC, a Florida Limited Liability Company, and DK ESPLANADE II, LLC, a Florida Limited Liability Company Collectively, the Contributors, DEBARTOLO DEVELOPMENT, LLC, a Delaware Limited Liability Company, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia Limited Partnership, as the Partnership and APARTMENT TRUST OF AMERICA, INC., a Maryland Corporation August 3, 2012 Esplanade Apartments Orlando, Florida (August 8th, 2012)

THIS INTEREST CONTRIBUTION AGREEMENT (this Agreement) is made effective as of August 3, 2012 (the Effective Date), by and among (i) DK ESPLANADE, LLC, a Florida limited liability company, and DK ESPLANADE II, LLC, a Florida limited liability company (collectively, the Contributors), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the Contributors Representative), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the Partnership), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (ATA).

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among DK BAY BREEZE, LLC, a Florida Limited Liability Company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware Limited Liability Company, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia Limited Partnership, as the Partnership and APARTMENT TRUST OF AMERICA, INC., a Maryland Corporation August 3, 2012 Bay Breeze Villas Cape CoralFt. Myers, Florida (August 8th, 2012)

THIS INTEREST CONTRIBUTION AGREEMENT (this Agreement) is made effective as of August 3, 2012 (the Effective Date), by and among (i) DK BAY BREEZE, LLC, a Florida limited liability company (the Contributor), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the Contributors Representative), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the Partnership), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (ATA).

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to Daytona Seabreeze, LLC, the Contributed Entity, August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to Landmark at Grand Palms Holdings, LLC, the Contributed Entity August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to Gilco 2 Melbourne Investor LLC, the Contributed Entity, August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – Interest Contribution Agreement (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.

Apartment Trust of America – INTEREST CONTRIBUTION AGREEMENT by and Among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE a HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as the Purchaser and APARTMENT TRUST OF AMERICA, INC., Relating to Bay Meadows Partners, LLC, the Contributed Entity, August 3, 2012 (August 8th, 2012)

This INTEREST CONTRIBUTION AGREEMENT (this Agreement), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the Contributors), Elco Landmark Residential Management, LLC, a Delaware limited liability company (ELRM or the Contributors Representative), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings or the Purchaser) and Apartment Trust of America, Inc., a Maryland corporation (ATA). The Contributors, the Contributors Representative, the Purchaser and ATA are referred to herein collectively as the Parties and individually as a Party.