Shares City Ventures, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 16th, 2013 • City Ventures, Inc. • Operative builders • New York
City Ventures, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) to cover over-allotments in the sale of the Firm Shares as set forth below.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2013 • City Ventures, Inc. • Operative builders • Delaware
WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers of the Company and its subsidiaries;
OPTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Tranche 3)Option Agreement • August 16th, 2013 • City Ventures, Inc. • Operative builders • California
and expenses) (collectively, the “Losses”) asserted against or incurred by Seller by reason of or arising out of any failure by Buyer to perform and observe the obligations, covenants, terms and conditions assumed by Buyer hereunder. Seller agrees to indemnify Buyer and hold Buyer harmless from and against any and all Losses asserted against or incurred by Buyer by reason of or arising out of any failure by Seller to perform and observe such obligations, covenants, terms and conditions arising before the Closing.
