Baron Capital Trust Sample Contracts

FORM OF SECURITY ESCROW AGREEMENT
Escrow Agreement • February 5th, 1998 • Baron Capital Trust • Operators of apartment buildings
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EXHIBIT 1.1
Underwriting Agreement • May 15th, 1998 • Baron Capital Trust • Operators of apartment buildings • New York
FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 1998 • Baron Capital Trust • Operators of apartment buildings • New York
OF
Baron Capital Trust • May 15th, 1998 • Operators of apartment buildings • Delaware
EXHIBIT 10.6 FORM OF AGREEMENT OF LIMITED PARTNERSHIP
Baron Capital Trust • February 5th, 1998 • Operators of apartment buildings • Delaware
SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY ESCROW AGREEMENT ("AGREEMENT")
Security Escrow Agreement • November 23rd, 1999 • Baron Capital Trust • Operators of apartment buildings
EXHIBIT 10.4
Warrant Purchase Agreement • April 24th, 1998 • Baron Capital Trust • Operators of apartment buildings • Delaware
Exhibit B
Baron Capital Trust • May 8th, 2001 • Operators of apartment buildings

The Board of Trust of Baron Capital Trust desires to retain your services as Chief Operating Officer for a term beginning August 28, 2000 through December 31, 2001. Your duties during this time will be to direct the accounting staff, develop a financial plan for the ongoing operations of the Trust's properties, analyze acquisitions, dispositions and workouts for the Board of the Trust, and perform any and all other functions normally associated with the positions you hold.

AMENDMENT TO FOUNDERS' SUBSCRIPTION AGREEMENT, DATED NOVEMBER 16, 1999
Baron Capital Trust • November 23rd, 1999 • Operators of apartment buildings

Reference is made to our Founders' Subscription Agreement ("Agreement"), made as of February 3, 1998, whereby each of the undersigned subscribed for 601,080 Units of limited partnership interest ("Units") in Baron Capital Properties L.P. ("Partnership"), subject to adjustment, which can be exchanged for common shares of Baron Capital Trust ("Trust"). The amount of Units to be received by each of the undersigned is intended to be exchangeable for an amount equal to 9.5% of the Common Shares of the Trust issued and outstanding upon completion of the public offering ("Cash Offering") of the Trust's common shares. It was originally contemplated that the offering would be completed by May 14, 1999 and that date was extended to November 30, 1999 which is defined as the "Share Determination Date" in the Agreement. In view of the fact that the Cash Offering has been further extended to May 31, 2000, the Share Determination Date in the Agreement has been amended to reflect that change.

Exhibit A
Baron Capital Trust • May 8th, 2001 • Operators of apartment buildings

The Board of Trust of Baron Capital Trust desires to retain your services as President and Chief Operating Officer for a term beginning August 28, 2000 through December 31, 2001. Your duties during this time will be to direct the field operations staff, develop a strategic plan for the ongoing operations of the Trust's properties, recommend acquisitions, dispositions and workouts to the Board of the Trust, and perform any and all other functions normally associated with the positions you hold.

EXHIBIT 10.7 AMENDMENT TO
Baron Capital Trust • June 2nd, 1999 • Operators of apartment buildings
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