JUNIOR SUBORDINATED INDENTURE between COMSTOCK HOMEBUILDING COMPANIES, INC. and WELLSFARGO BANK, N.A., as Trustee Dated as of May 4,2006Junior Subordinated Indenture • August 9th, 2006 • Comstock Homebuilding Companies, Inc. • Operative builders • New York
This JUNIOR SUBORDINATED INDENTURE, dated as of May 4, 2006, is between Comstock Homebuilding Companies, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED INDENTURE between COMSTOCK HOMEBUILDING COMPANIES, INC. and WELLS FARGO BANK, N.A., as Trustee Dated as of March 14, 2008Indenture • March 24th, 2008 • Comstock Homebuilding Companies, Inc. • Operative builders • New York
This AMENDED AND RESTATED INDENTURE, dated as of March 14, 2008, is between Comstock Homebuilding Companies, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).
LOAN AGREEMENT (Acquisition Loan and Revolving Construction Line of Credit)Loan Agreement • November 14th, 2016 • Comstock Holding Companies, Inc. • Operative builders • Virginia
THIS LOAN AGREEMENT made effective as of the 30th day of September, 2016 by and between COMSTOCK POWHATAN, L.C., a Virginia limited liability company (“Borrower”) and CARDINAL BANK, a Virginia state chartered bank (“Lender”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • Comstock Holding Companies, Inc. • Real estate • Virginia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is effective this 27th day of April, 2020, between Comstock Holding Companies, Inc. (the "Employer") and Christopher Clemente (the "Executive").
COMSTOCK HOMEBUILDING COMPANIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware
This INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of , 200 , by and between Comstock Homebuilding Companies, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 10 hereof.
COMSTOCK HOMEBUILDING COMPANIES, INC. RESTRICTED STOCK AGREEMENT FOR [Insert name of Recipient]Restricted Stock Agreement • March 31st, 2005 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of . 200 , by and between COMSTOCK HOMEBUILDING COMPANIES, INC. a Delaware corporation (the “Company”), and (the “Recipient”).
LOAN AGREEMENTLoan Agreement • November 12th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Maryland
THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, “Agreement”), dated as of the day of September, 2013, by and between (i) EAGLEBANK (the “Lender”), and (ii) COMSTOCK MAXWELL SQUARE, L.C., a Virginia limited liability company (the “Borrower”), recites and provides:
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
This Agreement is between Christopher Clemente (hereafter "You") and Comstock Homebuilding Companies, Inc., its affiliates, successors, assigns, parents and subsidiaries (hereafter "the Company"), effective this day of , 2004. You are entering into this Agreement based on the provision of consideration to You from the Company, including the grant of equity in the Company to You in connection with the Company's initial public offering (the "IPO Grant"), Your employment and continued employment with the Company, and such other benefits that You acknowledge to be sufficient consideration for this Agreement.
FORM OF WARRANT COMSTOCK HOLDING COMPANIES, INC. WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • November 16th, 2017 • Comstock Holding Companies, Inc. • Operative builders • Delaware
THIS CERTIFIES that, for value received, Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), upon the surrender of this Warrant to the Company at the address specified herein, at any time during the Exercise Period (as defined below) will upon receipt of the Exercise Price (as defined below), sell and deliver to Comstock Development Services, LC (the “Holder”), up to the number of duly authorized, validly issued and fully paid and nonassessable shares of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”), set forth above, as appropriately adjusted pursuant to Section G. The term “Common Stock” shall mean the aforementioned common stock of the Company together with any other equity securities that may be issued by the Company in connection therewith or in substitution therefor, as provided herein, that is not limited as to final sum or percentage in respect of the rights of the holders thereof to participate in dividends or in distr
COMSTOCK HOMEBUILDING COMPANIES, INC. 3,200,000 Shares of Class A Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2005 • Comstock Homebuilding Companies, Inc. • Operative builders • New York
Comstock Homebuilding Companies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters, acting severally and not jointly, named in Schedule I hereto (the “Underwriters”) an aggregate of 2,359,500 shares (the “Company Firm Shares”) of Class A common stock, $0.01 par value per share (“Common Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters (i) an aggregate of 840,500 shares of Common Stock (the “Selling Stockholder Firm Shares” and together with the Company Firm Shares, the “Firm Shares”) and, (ii) at the election of the Underwriters pursuant to Section 2 hereof and acting through the Representative, up to an aggregate of 480,000 additional shares of Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares are herein collec
AMENDED AND RESTATED MASTER ASSET MANAGEMENT AGREEMENT among Comstock Development Services, LC and CDS Asset Management, LC Effective as of January __, 2019Master Asset Management Agreement • April 15th, 2020 • Comstock Holding Companies, Inc. • Operative builders • Virginia
This MASTER ASSET MANAGEMENT AGREEMENT (“Agreement”) is entered into on this ___ day of April 2019 (the “Execution Date”) and made effective as of the 2nd day of January 2019 (the “Effective Date”), among Comstock Development Services, LC, a Virginia limited liability company (“CDS”) and CDS Asset Management, L.C., a Virginia limited liability company (the “Manager”).
LOAN AGREEMENTLoan Agreement • March 27th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Maryland
THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, “Agreement”), dated as of the day of March, 2013, by and between (i) EAGLE COMMERCIAL VENTURES, LLC (the “Lender”), and (ii) COMSTOCK REDLAND ROAD, L.C., a Virginia limited liability company (the “Borrower”), recites and provides:
AMENDED AND RESTATED SUBORDINATED DEFICIENCY NOTESubordinated Deficiency Note • March 31st, 2010 • Comstock Homebuilding Companies, Inc. • Operative builders
FOR VALUE RECEIVED, the undersigned, COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Noteholder” or “Wachovia”), the sum of Two Hundred and Five Thousand, Four Hundred Eighty-Eight and 23/100 Dollars ($205,488.23) (the “Subordinated Deficiency Note”), or so much thereof as shall remain unpaid; this Note being non-interest bearing provided that Borrower is not in default of its obligations hereunder. This Subordinated Deficiency Note is issued pursuant to that certain Consensual Foreclosure and Settlement Agreement dated August 17, 2009 (the “Agreement”), and shall restate in full and supersede that certain Subordinated Deficiency Note dated August 17, 2009 in the original principal amount of $1,805,243.00. Borrower hereby agrees to pay Noteholder in full on the Maturity Date (as defined herein). As consideration for the entry into this Subordinated D
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2016 • Comstock Holding Companies, Inc. • Operative builders • Virginia
The undersigned subscriber (“Subscriber”) acknowledges that he/she/it has received and reviewed the Risk Disclosures and operating agreement of Comstock Investors X, L.C., a Virginia limited liability company (the “Company”), including the exhibits thereto (the “Company Operating Agreement”), relating to the offering of Company membership interest(s) (the “Interests”) and has reviewed it in conjunction with the risk disclosures for the manager of the Company, Comstock Holding Companies, Inc. (“Comstock” or “Manager”) as contained in the latest Annual Report filed on Form 10-K as can be found online at www.sec.gov or at its investors relations homepage found at www.comstockhomes.com. Subscriber also understands that certain portions of the offering materials contain forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, those identified by such words as may, will, expect, project, anticipate, estimate, believe, int
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the day of December 2006, by COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “ Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”), and its successors and assigns.
THIRD AMENDMENT OF LOAN AGREEMENTLoan Agreement • November 13th, 2009 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
THIS THIRD AMENDMENT OF LOAN AGREEMENT (the “Third Amendment”), is made as of the day of September, 2009 (“Third Amendment Effective Date”) by and among COMSTOCK PENDERBROOK, L.C., a Virginia limited liability company (“Borrower”) and COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Comstock” or “Guarantor”) (Borrower and Comstock are referred to herein collectively as “Obligors”), and GUGGENHEIM CORPORATE FUNDING, LLC, having an address at 135 East 57th Street, New York, New York, 10022 (“Administrative Agent”), for the benefit of the several banks and other financial institutions or entities from time-to-time parties to the Loan Agreement, defined below (the “Lenders” and together with the Administrative Agent, the “Beneficiary”).
LOAN AGREEMENTLoan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Maryland
THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, the “Agreement”), dated as of the day of , 2012, by and between (i) EAGLEBANK (the “Lender”), and (ii) COMSTOCK POTOMAC YARD, L.C., a Virginia limited liability company (“Potomac Yard”), and COMSTOCK PENDERBROOK, L.C., a Virginia limited liability company (“Penderbrook”), jointly and severally (Potomac Yard and Penderbrook, jointly and severally, and collectively, the “Borrower”), recites and provides:
LOAN AGREEMENTLoan Agreement • July 15th, 2011 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of the 12th day of July, 2011, is made by and between BCL ECLIPSE, LLC, a Delaware limited liability company (“Lender”), and COMSTOCK POTOMAC YARD, L.C., a Virginia limited liability company (“Borrower”).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • November 12th, 2010 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
This Agreement is between Joseph M. Squeri (hereafter “You”) and Comstock Homebuilding Companies, Inc., its affiliates, successors, assigns, parents and subsidiaries (hereafter “the Company”), effective this day of August, 2010. You are entering into this Agreement based on consideration to You from the Company, including the grant of equity in the Company to You, Your employment and continued employment with the Company, and such other benefits that You acknowledge to be sufficient consideration for this Agreement.
COMSTOCK HOLDING COMPANIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of March 27, 2015Section 382 Rights Agreement • March 27th, 2015 • Comstock Holding Companies, Inc. • Operative builders • New York
WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and
PURCHASE MONEY DEED OF TRUST AND SECURITY AGREEMENTPurchase Money Deed of Trust and Security Agreement • August 13th, 2004 • Comstock Homebuilding Companies, Inc. • Virginia
Drawn By and After Recording Mail To: Robinson, Bradshaw & Hinson, P.A. Attention: Robert C. Sink 101 N. Tryon Street, Suite 1900 Charlotte, NC 28246
QuickLinks -- Click here to rapidly navigate through this documentLease Agreement • August 13th, 2004 • Comstock Homebuilding Companies, Inc. • Virginia
COMSTOCK HOMEBUILDING COMPANIES, INC. RESTRICTED STOCK AGREEMENT FORRestricted Stock Agreement • May 13th, 2011 • Comstock Homebuilding Companies, Inc. • Operative builders • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , 2011 by and between COMSTOCK HOMEBUILDING COMPANIES, INC. a Delaware corporation (the “Company”), and [ ] (the “Recipient”).
CONTRACT OF SALE (The Commons on Potomac Square Apartments, Loudoun County, Virginia)Contract of Sale • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia
THIS CONTRACT OF SALE (this “Contract”) is made as of the “Effective Date” (as defined in Section 16) by and among: (i) CAPREIT Acquisition Corporation, a Maryland corporation (“Purchaser”), and (ii) Comstock Cascades II, L.C., a Virginia limited liability company (“Seller”).
NOTE EXCHANGE AND SUBSCRIPTION AGREEMENTNote Exchange and Subscription Agreement • August 14th, 2018 • Comstock Holding Companies, Inc. • Operative builders • Virginia
THIS NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is effective as of May 23, 2018 (the “Effective Date”) by Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), and Comstock Growth Fund II, L.C. (the “Noteholder”). The Company and the Noteholder are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
CONSTRUCTION LOAN AGREEMENT (Revolving Line of Credit)Construction Loan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia
THIS CONSTRUCTION LOAN AGREEMENT made as of the 27th day of September, 2012 by and between COMSTOCK EASTGATE, L.C., a limited liability company organized under the laws of the Commonwealth of Virginia (the “Borrower”), and CARDINAL BANK, a bank chartered under the laws of the Commonwealth of Virginia (“Lender”).
LOAN AGREEMENTLoan Agreement • December 21st, 2012 • Comstock Holding Companies, Inc. • Operative builders • Virginia
THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of the day of October, 2011, is made by and between BCL PENDERBROOK, LLC, a Delaware limited liability company (“Lender”), and COMSTOCK PENDERBROOK, L.C., a Virginia limited liability company (“Borrower”).
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2009 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
THIS SIXTH LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made as of the day of November, 2008 but effective as of the Effective Date (defined below), by and among: COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Borrower,” whether one or more) and BANK OF AMERICA, N.A., a national banking association, its successors and assigns (the “Lender”).
AMENDED AND RESTATED PROMISSORY NOTE (TRIBBLE ROAD LOAN)Promissory Note • March 31st, 2009 • Comstock Homebuilding Companies, Inc. • Operative builders
AGREEMENT OF SUBLEASESublease Agreement • December 7th, 2004 • Comstock Homebuilding Companies, Inc. • Operative builders
THIS AGREEMENT OF SUBLEASE (this "Sublease") is made as of the 1st day of October, 2004 by and between COMSTOCK ASSET MANAGEMENT, L.C. ("Sublandlord"), and COMSTOCK HOMES, INC., a Virginia Limited Liability Company ("Subtenant").
ContractNot Specified in the Provided Text • March 31st, 2022 • Comstock Holding Companies, Inc. • Real estate
FIRST AMENDMENT TO MASTER ASSET MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MASTER ASSET MANAGEMENT AGREEMENT (“Amendment”) is dated as of September 11, 2024 and made effective as of July 1, 2024 (“Effective Date”) by and between COMSTOCK PARTNERS,...Master Asset Management Agreement • September 17th, 2024 • Comstock Holding Companies, Inc. • Real estate
STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 19, 2006 BY AND AMONG COMSTOCK HOMEBUILDING COMPANIES, INC. PARKER-CHANDLER HOMES, INC., AND EACH OF THE SELLING SHAREHOLDERS IDENTIFIED HEREINStock Purchase Agreement • March 16th, 2006 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 19, 2006, by and among COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Purchaser”), PARKER-CHANDLER HOMES, INC., a Georgia corporation (the “Company”), and each of the following individuals who are all of the shareholders of the Company on the date hereof, owning in the aggregate 1,429 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), which Shares constitute all of the issued and outstanding capital stock of the Company: JAMES B. PARKER, JR., ANDREW H. CHANDLER, JR., SUNDERRAJ M. KAMALESON, ROBERT A. FORSTER, RICHARD DOBKIN, EUGENE E. PEARSON, JOHN D. PEARSON, DONALD SCHROELUCKE and JAMES SHIRAH (each a “Seller” and collectively, the “Sellers”).
GUARANTY AGREEMENTGuaranty Agreement • March 24th, 2008 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia
THIS GUARANTY dated February , 2008 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), made by COMSTOCK POTOMAC YARD, L.C., a Virginia limited liability company having an address at (“Guarantor”), in favor of STONEHENGE FUNDING, LC, having an office at 11465 Sunset Hills Road, #620, Reston, Virginia 20190 (“Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2013 • Comstock Holding Companies, Inc. • Operative builders • Virginia
The undersigned subscriber (“Subscriber”) acknowledges that he/she/it has received and reviewed the Risk Disclosures and operating agreement of Comstock Investors VII, L.C., a Virginia limited liability company (the “Company”), including the exhibits thereto (the “Company Operating Agreement”), relating to the offering of Company membership interest(s) (the “Interests”) and has reviewed it in conjunction with the risk disclosures for the manager of the Company, Comstock Holding Companies, Inc. (“Comstock” or “Manager”) as contained in the latest Annual Report filed on Form 10-K as can be found online at www.sec.gov or at its investors relations homepage found at www.comstockhomes.com. Subscriber also understands that certain portions of the offering materials contain forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, those identified by such words as may, will, expect, project, anticipate, estimate, believe, i
