ASSIGNMENT AND CONTRIBUTION
AGREEMENT
THIS ASSIGNMENT
AND CONTRIBUTION AGREEMENT is made this 20 th day of September, 2006 by and among each of the
undersigned parties.
A. Neighborhood
Holdings, LLC (“ Holdings ”) owns 100% of the
membership interests (the “ Interests ”) in
Wildewood Residential, LLC (“ Wildewood
”).
B. Holdings
intends to contribute the Interests to its wholly-owned subsidiary,
Stanley-Martin Communities, LLC, and Stanley-Martin Communities,
LLC intends to contribute the interests to its wholly-owned
subsidiary, Neighborhoods Capital, LLC (“ Capital
”), the result of which is that Capital will become the sole
member of Wildewood.
NOW, THEREFORE,
for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Assignment and Contribution of Interests from Holdings to
Stanley-Martin Communities. Effective simultaneously
herewith, Holdings hereby transfers, assigns and contributes the
Interests to its wholly-owned subsidiary, Stanley-Martin
Communities, LLC, as a contribution to the capital of
Stanley-Martin Communities, LLC.
2.
Assignment of Contribution of Interests from Stanley-Martin
Communities to Capital. Effective simultaneously with
the assignment and contribution of the interests described in
Section 1 above, Stanley-Martin Communities, LLC hereby
transfers, assigns and contributes the Interests to Capital, as a
contribution to the capital of Capital. Effective simultaneously
herewith, Capital will become the sole member of Wildewood and the
Operating Agreement of Wildewood is hereby amended to reflect such
ownership. Wildewood shall reflect Capital as its sole member on
its books.
(a)
Subsequent Documents. Each of the parties hereto agrees to
ex
