Exhibit 10.11


 


COMPLETION GUARANTY


 


THIS
COMPLETION GUARANTY (this “Completion Guaranty”)
dated as of January 27, 2005, is made by COMSTOCK HOMEBUILDING COMPANIES, INC.,
a Delaware corporation (“Guarantor”),
in favor of CORUS BANK, N.A. (“Lender”).


 


R E C I T A L S:


 


A.            COMSTOCK
PENDERBROOK, L.C., a Virginia limited liability company (“Borrower”),
and Lender have entered into a loan in the maximum principal sum of $67,000,000
(the “Loan”) pursuant to a loan agreement of even date herewith (the “Loan
Agreement”) and certain other documents.


 


B.            In
connection with the Loan, Borrower has executed and delivered to Lender a
promissory note, dated the date hereof (said note, together with any extensions
thereof or modifications or amendments thereto and any notes issued in
substitution or exchange therefor, being hereinafter referred to collectively
as the “Note”).


 


C.            To
secure the payment of the obligations and liabilities of Borrower to Lender
under the Loan Agreement and the Note, Borrower has executed and delivered to
Lender a deed of trust and certain other documents and instruments evidencing
and securing the Loan, including but not limited to a Deed of Trust with
Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing
for the Loan, dated as of the date hereof (the “Deed of Trust”), which
is a lien on the Property.


 


D.            Lender
has required, as a condition precedent to making the Loan, that Guarantor
execute and deliver this Completion Guaranty.


 


E.             Guarantor
has a financial interest in Borrower and it will be to the direct financial
interest and benefit of Guarantor to assist Borrower to obtain the Loan from
Lender.


 


F.             Guarantor
hereby acknowledges that this Completion Guaranty is required by Lender as a
condition precedent and inducement to Lender to make the Loan.


 


NOW, THEREFORE,
FOR VALUE RECEIVED, in consideration of the foregoing Recitals, each of which
is an integral part hereof and this Completion Guaranty shall be construed in
light thereof, and in consideration of Lender making the Loan to Borrower and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, Guarantor agrees as follows:


 





















 


1.             Definitions.


 


(a)           Except as
otherwise set forth herein, all capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Deed of Trust or, if not
defined therein, in the Loan Agreement, which definitions are incorporated
herein by reference as if fully set forth herein.


 


(b)           As used
herein, the term “Loan Party” shall mean any one or more of Borrower,
Guarantor and any other Person which is a party to this Completion Guaranty,
the Environmental Indemnity Agreement, the Limited Guaranty, or the Loan
Documents, other than Lender.


 


(c)           All
references in this Completion Guaranty, the Environmental Indemnity Agreement,
the Limited Guaranty, and every other Loan Document to the Loan Agreement, the
Note, the Deed of Trust, the Environmental Indemnity Agreement, the Limited
Guaranty, and each and every other Loan Document shall mean the Loan Agreement,
the Note, the Deed of Trust, the Environmental Indemnity Agreement, the Limited
Guaranty, and each and every other Loan Document and all modifications,
amendments, supplements, extensions, replacements or restatements thereof or
thereto.


 


2.             Guaranty of Completion.


 


(a)           Guarantor
hereby absolutely, irrevocably, and unconditionally guarantees, as a principal
obligor and not as a surety, to Lender (collectively, the “Guaranteed Obligations”):
(1) the payment of all costs and the performance of the completion of the
Project free and clear of all claims for mechanic’s and materialmen’s Liens and
in accordance with:  (i) all applicable
Laws, (ii) the Project Budget, (iii) the Construction Documents, (iv) the
Project Schedule and (iv) and the terms and conditions of the Loan Agreement
(whether before or after any foreclosure or deed-in-lieu thereof and whether
executed by Borrower, Lender or a receiver); (2) to pay all amounts required to
maintain the Loan In Balance through the completion of the Project, as required
pursuant to the terms of the Loan Agreement, including amounts to pay interest
at the Interest Rate or Default Rate (each as defined in the Note), as
applicable; (3) to pay all Enforcement Costs (as hereinafter defined); and (4)
the payment of all losses, costs, expenses, liabilities and damages incurred by
Lender arising from any failure of Guarantor to complete the Project in
accordance with clause (1) above. 
Guarantor hereby expressly acknowledges that after the date hereof the
Project Budget may be modified, amended, and supplemented in accordance with
the terms of the Loan Agreement in material respects without notice to or the
approval of Guarantor and Guarantor hereby expressly waives such notice and
opportunity to approve.  The Guaranteed
Obligations shall include all amendments, modifications and supplements to the
Project Budget, the Project Schedule and the Construction Documents, whether or
not made with Guarantor’s knowledge or consent.


 


(b)           In the
event that:


 


(i)            Borrower
fails to proceed diligently and make regular progress toward completion of the
Project, as determined by Lender in its reasonable determination;


 


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(ii)           in Lender’s
reasonable determination, Borrower is likely to be unable to complete the
Project free of mechanic’s and materialmen’s Liens and claims therefor, in
compliance and in accordance with all Laws and Permits, the Project Budget, and
the terms and conditions of the Loan Agreement that pertain to the construction
of the Project;


 


(iii)          Lender,
its agents or a receiver takes possession of the Project prior to the
completion of construction thereof by reason of any Event of Default under the
Loan Agreement or any other Loan Document;


 


(iv)          there is a
written disapproval by Lender at any time of any construction at the Project
for failure to comply with the Loan Agreement, and Borrower fails to cause the
same to be corrected to the reasonable satisfaction of Lender in accordance
with the provisions of the Loan Agreement;


 


(v)           an Event
of Default shall occur under the Loan Agreement or any other Loan Document; or


 


(vi)          the Loan is
not In Balance and the Loan is not made to be In Balance in accordance with the
provisions of the Loan Agreement within the time period provided therefor,


 


then, in any such event, Guarantor agrees, on written
demand by Lender:  (1) to commence and
timely pay and perform the Guaranteed Obligations in accordance with the terms
of the Loan Agreement and the other Loan Documents; (2) to assume all
responsibility for and to cause the Project to be completed free of mechanic’s
and materialmen’s Liens and claims therefor, in accordance with all applicable
Laws and in accordance with the terms and conditions of the Loan Agreement, the
Construction Documents and the Project Budget; (3) to pay any and all costs and
expenses necessary for said timely and lien-free completion of the Project,
even if said costs and expenses are in excess of the Project Budget or any
amendments thereto; (4) to deposit with Lender any amount then required
pursuant to the terms of the Loan Agreement to cause the Loan to be In Balance,
in accordance with the terms of the Loan Agreement;  and (5) to indemnify and hold Lender harmless
from and against any and all loss, damage, injury, liability or cost or expense
Lender may suffer or incur in connection with the completion of the Project,
except to the extent caused by Lender’s gross negligence or willful misconduct.


 


(c)           If
Guarantor fails to commence and pursue diligently the performance of the
Guaranteed Obligations within ten (10) Business Days after its receipt of
written notice from Lender demanding the performance of Guarantor, then, either
before or after pursuing any other remedy of Lender against Guarantor, Borrower
or any other Loan Party, and regardless of whether Lender shall ever pursue any
such other remedy, Lender shall have the right, but not the obligation, to
complete the Project or call upon any other reputable parties to complete the Project
(including the right to replace any contractor and any or all material
subcontractors), with such changes or modifications to the Construction
Documents or the Project Budget as Lender deems necessary in Lender’s
reasonable discretion, and Lender shall have the right to expend such sums as
Lender in its sole and exclusive discretion deems proper in order to complete
the 


 


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Project and to
receive reimbursement from Guarantor. 
During the course of any construction undertaken by Lender or by any
other party on behalf of Lender, Guarantor shall pay within ten (10) Business
Days after demand any and all amounts due to contractors, subcontractors and
material suppliers and for permits, licenses, entitlements, bonds, taxes,
assessments and other items necessary or desirable in connection therewith,
subject to the rights to contest granted to Borrower pursuant to the Loan
Agreement. Lender may at any time require Guarantor to perform or supervise the
performance of such work in lieu of Lender or any party engaged by Lender.  In the event Guarantor does not complete the
Project and Lender does not complete the Project as set forth above, and
Lender, any affiliate of Lender, or a third party acquires title to the Property
by foreclosure or deed in lieu thereof, then Guarantor shall pay to Lender, on
the date such Person acquires title to the Property (the “Acquisition Date”),
on demand an amount (the “Post-Acquisition Liability Amount”) equal to
the difference between: (a) the then outstanding Secured Obligations and (b)
the net proceeds accepted by Lender, in its reasonable discretion, minus actual
(including in-house reasonable attorney fees) costs to foreclose upon the
Property (either through a deed in lieu of foreclosure or pursuant to a sale
occurring as part of a judicial or non-judicial foreclosure) as a result of
sale of the Property: (1) to a third party after Lender receives title to the
Property from a deed-in-lieu of foreclosure, (2) to a third party pursuant to a
sale occurring as part of a judicial foreclosure, or (3) based on Lender’s bid
at a judicial sale. If Guarantor fails to pay the Post-Acquisition Liability
Amount in full within ten (10) Business Days after demand by Lender, Guarantor
shall pay interest at the Default Rate set forth in the Note on any unpaid
portion of the Post-Acquisition Liability Amount beginning from the period
beginning on the Acquisition Date and ending on the date of Guarantor’s payment
thereof. Payment of the Post-Acquisition Liability Amount will not affect any
surviving Secured Obligations or Guarantor’s liability under any other Loan
Document. The Guaranteed Obligations shall be deemed to include the
Post-Acquisition Liability Amount. Lender may at all times accept a deed to the
Property in lieu of foreclosure or may refuse to accept a deed to the Property
in lieu of foreclosure, without in any way affecting the obligations of
Guarantor under this Completion Guaranty.


 


(d)           The
Guaranteed Obligations shall not be affected by any errors or omissions of
Borrower, any contractor, any architect, any subcontractor or any agent or
employee of any of them in the design, supervision or performance of the work
described in the Loan Agreement, it being understood that such risk is assumed
by Guarantor. All amounts required to be paid by the terms hereof and all
obligations required to be performed by the terms hereof shall be included in
the Guaranteed Obligations and are payable by Guarantor within fifteen (15)
Business Days after demand therefor. 
Neither the completion of the Project nor failure of said parties to
complete the Project shall relieve Guarantor of any liability hereunder, rather
such liability shall be continuing and may be enforced by Lender to the end
that the Project shall timely be completed as contemplated by the Loan
Agreement and the Construction Documents, lien-free, without loss, expense,
injury or liability of any kind to Lender, except to the extent caused by
Lender’s gross negligence or willful misconduct.


 


Upon the occurrence of any event set forth in Section
2(b), Guarantor agrees immediately after receipt of notice and demand by
Lender, to pay and perform the Guaranteed Obligations regardless of any
defense, right of set-off or claims which Borrower, Guarantor or any other Loan
Party may have against Lender.  Lender
may apply any and all such payments to the Secured Obligations in any order of
priority as Lender shall, in its sole discretion, determine.  No


 


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payment made
pursuant to this Completion Guaranty shall reduce or limit the amount payable
by Guarantor hereunder.  Nothing
contained in this Section 2 shall be deemed to limit Guarantor’s
liability under the Environmental Indemnity Agreement, the Limited Guaranty or
any other Loan Document to which Guarantor is a party.


 


3.             Irrevocable
Guaranty.


 


(a)           This is an absolute, irrevocable, present and continuing guaranty of
payment and performance of the Guaranteed Obligations and not of collection.


 


(b)           The obligations
of Guarantor hereunder are independent of and in addition to the obligations of
Guarantor, Borrower and any other Loan Party under the Environmental Indemnity
Agreement, the Limited Guaranty, or any other Loan Document and a separate
action or actions may be brought or prosecuted against Guarantor, whether any
action is brought against Borrower or any other Loan Party or whether Borrower
or any other Loan Party is joined in any action or actions.  In any action to enforce this Completion
Guaranty, Lender, at its election, may proceed against Guarantor, with or
without:  (i) joining Borrower or any
other Loan Party in any such action; (ii) commencing any action against or
obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing
any proceeding to enforce the Note or the Loan Agreement or to realize upon all
or any part of the Property; provided,  however, nothing herein
contained shall preclude Lender from suing on the Note and the Loan Agreement
or foreclosing the Loan Documents or from exercising any other rights, remedies
or power under the Environmental Indemnity Agreement, the Limited Guaranty, or
any Loan Document, and if such foreclosure or other rights, powers or remedies
are availed of, only the net proceeds therefrom, after deduction of all charges
and expenses of every kind and nature whatsoever, shall be applied in reduction
of the Secured Obligations.  Lender shall
not be required to institute or prosecute proceedings to recover any deficiency
as a condition of any payment hereunder or enforcement hereof.  At any sale of the Property, whether by
foreclosure or otherwise, Lender may, at its discretion, purchase all or any
part of such the Property, offered for sale for its own account, and may apply
against the amount bid therefor the unpaid balance or any part thereof to the
Secured Obligations.


 


(c)           The
obligations and liabilities of Guarantor hereunder shall not be diminished or
offset by any payment by Guarantor under any other agreement, document, or
instrument entered into by Guarantor in favor of Lender, including, without
limitation, the Limited Guaranty and the Environmental Indemnity Agreement.


 


4.             Return
of Payments.  Guarantor agrees that,
if at any time all or any part of the payments theretofore applied by Lender to
any of the Secured Obligations, but only to the extent of the Guaranteed
Obligations, is rescinded or returned by Lender or Lender is required to pay
any amount thereof to any other Person for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy, liquidation or reorganization
of any party or the determination that such payment is held to constitute a
preference under the bankruptcy laws): 
(i) such Secured Obligations, but only to the extent of the Guaranteed
Obligations, shall, for the purposes of this Completion Guaranty, be deemed to
have continued in existence to the extent of such payment, notwithstanding such
application by Lender, and this Completion Guaranty shall continue to be
effective or be reinstated, as the case may be, as to such Secured Obligations,
but only to the


 


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extent of the Guaranteed Obligations, all as though
such application by Lender had not been made and Guarantor agrees to pay such
amount to Lender upon demand; and (ii) any security interest granted by
Guarantor to Lender to secure Guarantor’s performance under this Completion
Guaranty shall be deemed to be reinstated notwithstanding any release by Lender
of such security interest or pledge. 
Guarantor shall execute any document, instrument or financing statement
necessary or desirable to effect this provision.


 


5.             No
Discharge.  Guarantor agrees that the
obligations, covenants and agreements of Guarantor under this Completion
Guaranty shall not be discharged, affected or impaired by:


 


(a)           the
renewal or extension of time for the payment and/or performance of the
obligations under the Environmental Indemnity Agreement, the Limited Guaranty
or any of the Secured Obligations under any other Loan Document, whether made
or performed with or without notice to or the knowledge or consent of
Guarantor;


 


(b)           any
modification or amendment of the Loan Documents, with or without notice to or
the knowledge or consent of Guarantor, including but not limited to any further
or future extensions of credit which shall become a part of the Secured
Obligations, any change or modification of the interest rate, payment terms,
maturity date or any other covenant of any agreement of Borrower or any other
Loan Party;


 


(c)           any
transfer, waiver, compromise, settlement, modification, surrender, or release
of the Note, the Loan Agreement, the Environmental Indemnity Agreement, the
Limited Guaranty, or any of the other Loan Documents;


 


(d)           the
release or agreement not to sue without reservation of rights of Borrower or
any other Loan Party;


 


(e)           the
existence of any defenses to enforcement of the Note, the Loan Agreement, the
Environmental Indemnity Agreement, the Limited Guaranty or any of the other
Loan Documents, other than payment in full of all the Secured Obligations;


 


(f)            any
failure, omission, delay or inadequacy, whether entire or partial, of Lender to
exercise any right, power or remedy regarding the Loan or to enforce or realize
upon (or to make Guarantor party to the enforcement or realization upon) any of
Lender’s security for the Loan, including, without limitation, the Property;


 


(g)           the
existence of any set-off, claim, reduction, or diminution of the Secured
Obligations, or any defense of any kind or nature, which Guarantor may have
against Borrower, Borrower’s members or any other Loan Party or which Borrower,
Guarantor or any other Loan Party has against Lender;


 


(h)           the
application of payments received from any source to the payment of any
obligation other than the Secured Obligations, even though Lender might
lawfully have elected to apply such payments to any part or all of the Secured
Obligations;


 


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(i)            the
addition of any and all other endorsers, guarantors, obligors and other persons
liable for the payment and/or performance of the Secured Obligations, and the
acceptance of any other security for the payment and/or performance of the
Secured Obligations;


 


(j)            the power
or authority or lack of power or authority of Borrower to execute and deliver
the Note or the Loan Agreement, or of Borrower or any other Loan Party to
execute, acknowledge or deliver any one or more of the Loan Documents;


 


(k)           the
validity or invalidity of the Note, the Loan Agreement, the Environmental
Indemnity Agreement, the Limited Guaranty, or the other Loan Documents;


 


(l)            the
existence or non-existence of Borrower or any other Loan Party as a legal
entity;


 


(m)          the
transfer by Borrower or any other Loan Party of all, or any part of, or any
interest in all or any part of the Property;


 


(n)           the
institution by or against Borrower, Borrower’s members or any other Loan Party
of bankruptcy, reorganization, readjustment, receivership or insolvency
proceedings of any nature, or the disaffirmation of the Environmental Indemnity
Agreement, the Limited Guaranty, or any one or more of the Loan Documents in
any such proceedings or otherwise;


 


(o)           any
irregularity or the unenforceability (by reason of any Governmental Authority’s
purporting to reduce or amend or otherwise affect the Secured Obligations), or
the release or discharge of Borrower or Borrower’s members in any receivership,
bankruptcy, winding-up or other creditor proceedings;


 


(p)           the
determination by a court of competent jurisdiction that Borrower or any other
Loan Party is not required to pay and/or perform the Secured Obligations
pursuant to operation of law;


 


(q)           the
acceptance by Lender of payment of a part of the Secured Obligations, or any
failure, neglect or omission on the part of Lender to realize on or protect any
of the Secured Obligations or any real estate, personal property, or mortgage
or lien security given as security therefor, or to exercise any lien upon, or
right of appropriation of, any monies, credits or property of Borrower toward
liquidation of the Secured Obligations;


 


(r)            the
failure by Lender or anyone acting on behalf of Lender to perfect or maintain
perfection of any lien or security interest upon any part of the Property given
at any time to secure repayment of the Secured Obligations; or


 


(s)           any right
or claim whatsoever which Guarantor may have against Borrower, Borrower’s
members, any other Loan Party or Lender or the successors or assigns of any of
them;


 


all whether or not Guarantor shall have had notice or knowledge
of any act or omission referred to in the foregoing clauses (a) through (s) of
this Section.


 


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Guarantor intends that Guarantor
shall remain liable hereunder as a principal obligor for the performance of the
Guaranteed Obligations until the Guaranteed Obligations shall have been
indefeasibly paid in full and all the Guaranteed Obligations performed in
accordance with the terms and conditions of this Completion Guaranty, the Note
and the other Loan Documents, notwithstanding any fact, act, event or
occurrence which might otherwise operate as a legal or equitable discharge of a
surety or guarantor.


 


6.             Application
Of Amounts Received.  Any amounts
received by Lender from whatever source on account of the Secured Obligations
may be applied by Lender toward the payment of the Guaranteed Obligations, and
in such order of application, as Lender may from time to time elect, in
accordance with the provisions of the Loan Documents.  Notwithstanding the foregoing, any amounts
received by Lender from whatever source on account of the Guaranteed
Obligations shall be applied by Lender toward the payment of the Guaranteed
Obligations (provided that in no event shall lender’s receipt and application
of NOI or Unit Release Payments be considered received on account of or applied
to the Guaranteed Obligations), and in such order of application, as Lender may
from time to time elect, in accordance with the provisions of the Loan
Documents.


 


7.             Waiver.


 


(a)           Guarantor
expressly waives:


 


(i)            notice of
the acceptance by Lender of this Completion Guaranty;


 


(ii)           notice of
the existence, creation, payment or nonpayment of the Secured Obligations or
any modification, extension, or amendment thereof;


 


(iii)          presentment,
demand, protest, notice of protest, notice of presentment, notice of dishonor,
default, non-payment, maturity, release, compromise, settlement, extension,
renewal of the Loan or any obligation under the Loan Documents, notice of
maturity, release, compromise or settlement of any or all commercial paper,
accounts, contract rights, documents, instruments, chattel paper and guarantees
at any time held by Lender with respect to the transactions contemplated in the
Loan Documents, and all other notices whatsoever;


 


(iv)          any failure
by Lender to inform Guarantor of any facts Lender may now or hereafter know
about Borrower, any other Loan Party, the Property, the Secured Obligations or
the transactions contemplated by the Loan Documents;


 


(v)           notice of
any and all changes in the terms, covenants or conditions of the Note or of the
other Loan Documents, including extension and renewal;


 


(vi)          any and all
substitutions, exchanges or releases of all or any part of the Property;


 


(vii)         the
release or agreement not to sue without reservation of rights of anyone liable
in any way for the repayment of the Secured Obligations;


 


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(viii)        all
rights to notice and a hearing prior to Lender’s taking possession or control
of, or to Lender’s replevy, attachment or levy upon the Property;


 


(ix)           any bond
or security which might be required by any court prior to allowing Lender to
exercise any of Lender’s remedies;


 


(x)            the
release or agreement not to sue without reservation of rights of anyone liable
in any way for repayment of the Loan; and


 


(xi)           the
benefit of all valuation, appraisement, extension and exemption laws;


 


it being understood and agreed that Lender has no duty
to so inform and that Guarantor is fully responsible for being and remaining
informed by Borrower of all circumstances bearing on the existence or creation
of the risk of nonpayment and/or nonperformance of the Secured Obligations.


 


(b)           Credit may
be granted or continued from time to time by Lender to Borrower without notice to
or authorization from Guarantor, including but not limited to making additional
loans or other financial accommodations by Lender to Borrower or any other Loan
Party regardless of the financial or other condition of Borrower, any other
Loan Party or the Property and Guarantor agrees that the obligations, covenants
and agreements of Guarantor under this Completion Guaranty shall not be
discharged, affected or impaired thereby.


 


(c)           No
modification or waiver of any of the provisions of this Completion Guaranty
shall be binding upon Lender or Guarantor except as expressly set forth in a
writing duly signed and delivered on behalf of Lender.


 


(d)           Guarantor
further agrees that any exculpatory language pertaining to Borrower or to any
other Loan Party contained in the Note, the Loan Agreement or any other Loan
Document shall in no event apply to this Completion Guaranty, and will not
prevent Lender from proceeding against Guarantor to enforce this Completion
Guaranty.


 


(e)           Guarantor
hereby waives the benefit of any law that would otherwise restrict or limit
Lender in the exercise of its right, which is hereby acknowledged, to
appropriate without notice at any time hereafter any indebtedness or obligation
matured or unmatured owing from Lender to Guarantor.  Lender may, from time to time, without demand
or notice of any kind, appropriate and apply toward the payment of such of the
Guaranteed Obligations, and in such order of application, as Lender may, from
time to time, elect any and all such balances, credits, deposits, accounts,
moneys, cash equivalents and other assets, or in the name of Guarantor, then or
thereafter held by or under the control of Lender.  Guarantor hereby assigns and transfers to
Lender any and all cash, negotiable instruments, documents of title, chattel
paper, securities, certificates of deposit, deposit accounts, other cash
equivalents and other assets of Guarantor, in the possession or control of
Lender for any purpose.


 


(f)            Guarantor
hereby waives the filing of a claim with a court in the event of receivership
or bankruptcy of Borrower and waives every defense, cause of action,
counterclaim


 


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or setoff which
Guarantor may now have or hereafter may have to any action by Lender in
enforcing this Completion Guaranty, including, without limitation, every
defense, counterclaim or setoff which Guarantor may now have, or hereafter may
have, against Borrower, any other Loan Party or any other party liable to
Lender in any manner.  Guarantor ratifies
and confirms whatever Lender may do pursuant to the terms hereof and with
respect to all or any part of the Property and agrees that Lender shall not be
liable for any error in judgment or mistakes of fact or law; provided that
nothing contained herein shall be deemed to limit Lender’s liability for gross
negligence or willful misconduct. 
Guarantor hereby agrees that Guarantor may be joined as a party
defendant in any legal proceeding (including, but not limited to, a foreclosure
proceeding) instituted by Lender against Borrower or any other Loan Party.


 


8.             Enforcement
Costs:  If:


 


(a)           this
Completion Guaranty, the Loan Agreement, the Note, the Environmental Indemnity
Agreement, the Limited Guaranty or any other Loan Document is placed in the
hands of an attorney for collection or enforcement or is collected or enforced
through any legal proceeding;


 


(b)           an
attorney is retained to represent Lender in any bankruptcy, reorganization,
receivership, or other proceedings affecting creditors’ rights and involving a
claim under this Completion Guaranty, the Note, the Environmental Indemnity
Agreement, the Limited Guaranty or any Loan Document;


 


(c)           an
attorney is retained to protect or enforce the security interest created by any
one or more of the Loan Documents; or


 


(d)           an
attorney is retained to represent Lender in any other proceedings whatsoever in
connection with a default by Guarantor under this Completion Guaranty, or a
default by Borrower or any other Loan Party in connection with the Loan, any of
the other Loan Documents, the Environmental Indemnity Agreement, the Limited
Guaranty or the Property, or to protect or preserve any property which is
collateral for the Loan,


 


then Guarantor shall pay to Lender upon demand all
reasonable attorneys’ fees, costs and expenses, including without limitation,
court costs, filing fees, recording costs, expenses of foreclosure, title
insurance premiums, minutes of foreclosure and all other costs and expense
incurred in connection therewith (all of which are referred to herein as “Enforcement
Costs”), in addition to all other amounts due hereunder. Any Enforcement
Costs, together with interest thereon at the Interest Rate (as defined in the
Note), shall be a part of the Secured Obligations, secured by the Property,
payable by Guarantor to Lender in accordance with the provisions of this
Completion Guaranty and the Loan Documents. 
Any reference to attorney’s fees in this Guaranty, the Environmental
Indemnity Agreement, the Limited Guaranty or in any other Loan Document shall include
fees of any separate law firm or in-house counsel employed by Lender in
connection with the Loan. 
Notwithstanding anything to the contrary contained herein, fees of
in-house counsel shall be charged at rates of medium to large sized law firms
in the City of Chicago, Illinois for attorneys of comparable expertise and
experience.


 


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9.             Transfer
Of Secured Obligations. 
Notwithstanding any assignment or transfer of the Secured Obligations or
any interest therein by Lender, all portions of such Secured Obligations which
are Guaranteed Obligations, including those assigned or transferred, shall be
and remain Guaranteed Obligations for the purposes of this Completion Guaranty,
and each and every immediate and successive assignee or transferee of the
Secured Obligations or interest shall, to the extent of the Guaranteed
Obligations or interests assigned or transferred, be entitled to the benefits
of this Completion Guaranty to the same extent as if such assignee or
transferee were Lender; provided  however, that unless the
assignor or transferor shall otherwise consent in writing, the assignor or
transferor shall have an unimpaired right, prior to and superior to that of its
assignee or transferee, to enforce this Completion Guaranty for its benefit as
to such portions of the Guaranteed Obligations or interests therein not
assigned or transferred.


 


10.           Subordination.    Any indebtedness or other obligation of
Borrower, now or hereafter held by or owing to Guarantor, is hereby
subordinated to the payment and performance in full of the Secured Obligations.
Guarantor hereby covenants and agrees that it will not accept payment of
principal, interest or any other amount of any indebtedness or other obligation
of Borrower to Guarantor. Such indebtedness or obligation of Borrower to
Guarantor shall, at the option of Lender, be collected, enforced and received
by Guarantor as trustee for Lender, and shall be paid over to Lender on account
of the Secured Obligations, but without impairing or affecting in any manner
the liability of Guarantor under the other provisions of this Completion
Guaranty.  Nothing in this Section or
elsewhere in this Completion Guaranty shall be construed as Lender’s
authorization of or consent to the creation or existence of any such
indebtedness of Borrower to Guarantor.


 


11.           Governing
Law; Interpretation.


 


(a)           This
Completion Guaranty has been negotiated, executed and delivered in Fairfax
County, Virginia and shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Virginia, without reference to the
conflicts of law principles of that state. 
In any controversy, dispute or question arising hereunder, under the
Environmental Indemnity Agreement, the Limited Guaranty or under the other Loan
Documents, Guarantor consents to the exercise of jurisdiction over its person
and property by any court of competent jurisdiction situated in the
Commonwealth of Virginia (whether it be a court of such State, or a court of the
United States of America situated in such State), and in connection therewith,
agrees to submit to and be bound by, the jurisdiction of such court upon Lender’s
mailing of process by registered or certified mail, return receipt requested,
postage repaid, to Guarantor at its address for receipt of notices under this
Completion Guaranty.


 


(b)           The
headings of sections and paragraphs in this Completion Guaranty are for
convenience only and shall not be construed in any way to limit or define the
content, scope, or intent of the provisions hereof.  As used in this Completion Guaranty, the
singular shall include the plural, and masculine, feminine, and neuter pronouns
shall be fully interchangeable, where the context so requires.  If any provision of this Completion Guaranty
or any paragraph, sentence, clause, phrase, or word, or the application
thereof, in any circumstances, is adjudicated by a court of competent
jurisdiction to be invalid, the validity of the remainder of this Completion
Guaranty shall be construed as if such invalid part were never included herein.


 


11





















 


(c)           Time is of
the essence of this Completion Guaranty.


 


(d)           All
payments to be made hereunder shall be made in currency and coin of the United
States of America which is legal tender for public and private debts at the
time of payment.


 


(e)           Wherever
possible each provision of this Completion Guaranty shall be interpreted in
such manner as to be effective and valid under applicable Law, but if any provision
of this Completion Guaranty shall be prohibited by or invalid under such Law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Completion Guaranty.


 


(f)            It is
agreed that Guarantor’s liability is independent of any other guaranties at any
time in effect with respect to all or any part of Borrower’s indebtedness to
Lender, including, but not limited to, the Limited Guaranty, and that Guarantor’s
liability hereunder may be enforced regardless of the existence of any such
other guaranties.


 


12.           Singular
and Plural; Joint and Several Liability. If there is more than one Borrower
entity, all references to Borrower herein shall be Borrower or any one or more
of them.  All obligations and liabilities
of Guarantor hereunder are in addition to, not in lieu of and are independent
of:  (a) all obligations of Borrower
under any other Loan Document, including the Note and the Loan Agreement; and
(b) any obligation of Guarantor under the Environmental Indemnity Agreement,
the Limited Guaranty, or any other Loan Document to which Guarantor is a
party.  All obligations of Guarantor
hereunder shall be joint and several.


 


13.           Entire
Agreement.  This Completion Guaranty,
the Note, the Environmental Indemnity Agreement, the Limited Guaranty, and the
other Loan Documents constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior such agreements
and understandings, both written and oral. 
This Completion Guaranty may not be modified or amended except by a
written instrument signed by Lender and Guarantor.  If this Completion Guaranty is executed in
several counterparts, each of those counterparts shall be deemed an original,
and all of them together shall constitute one and the same instrument.


 


14.           Termination.
Lender agrees that the obligations of Guarantor under this Completion Guaranty
shall terminate, subject to the provisions of Section 4 hereof, on the earliest
of (i) the completion of the Project; or (ii) in the alternative, when Lender
shall have received indefeasible payment in full of all the Secured Obligations
and all other sums due and owing under this Completion Guaranty and all the Guaranteed
Obligations shall have been fully performed; or (iii) in the alternative, upon
payment of the Post-Acquisition Liability Amount.


 


15.           Successors
and Assigns; Miscellaneous.  This
Completion Guaranty shall inure to the benefit of and may be enforced by Lender
and any subsequent holder of the Note, the Loan Agreement, the Environmental
Indemnity Agreement, the Limited Guaranty, or the other Loan Documents, and all
of the covenants, agreements and obligations of Guarantor hereunder shall
extend to and be binding upon and enforceable against Guarantor and the heirs,
administrators, legal representatives, successors and assigns of
Guarantor.  This Completion Guaranty and
the


 


12





















 


obligations hereunder shall not be discharged,
affected, or impaired, in whole or in part, upon the bankruptcy, insolvency or
death of Guarantor.


 


16.           Further
Assurances; Representation by Counsel.


 


(a)           Guarantor
further covenants and agrees that Guarantor shall at any time and from time to
time, upon the reasonable request of Lender, take, or cause to be taken, any
action and execute and deliver any further documents which, in the reasonable
opinion of Lender, may be necessary, required or desirable in order to carry
out the intent and purposes of this Completion Guaranty.


 


(b)           Guarantor
hereby represents and warrants that it has consulted and conferred with
competent legal counsel of its choice before executing this Completion
Guaranty, the Environmental Indemnity Agreement, the Limited Guaranty, and all
other Loan Documents.  Guarantor further
represents and warrants that it has read and understood the terms of this
Completion Guaranty and intends to be bound hereby.  In the event of an ambiguity or conflict in
the terms hereof, the rule of construction requiring resolution against the
drafter of the document shall not be applied.


 


17.           Notices.  Any and all notices given in connection with
this Completion Guaranty shall be deemed adequately given only if in writing
and addressed to the party for whom such notices are intended at the address
set forth below.  All notices shall be
delivered in accordance with the notice provisions of the Loan Agreement.  Any and all notices referred to in this
Completion Guaranty, or which either party desires to give to the other, shall
be addressed as follows:


 


	
  To Guarantor:

  	
   

  	
  Comstock Homebuilding
  Companies, Inc.

  
	
   

  	
   

  	
  11465 Sunset Hills Road

  
	
   

  	
   

  	
  Suite 510

  
	
   

  	
   

  	
  Reston, Virginia  20190

  
	
   

  	
   

  	
  Attention:  Christopher Clemente

  
	
   

  	
   

  	
  Telecopy Number:  (703) 760-1520

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bankert &
  Associates, P.C.

  
	
   

  	
   

  	
  3025 Hamaker Court

  
	
   

  	
   

  	
  Suite 501

  
	
   

  	
   

  	
  Fairfax, Virginia  22031

  
	
   

  	
   

  	
  Attention:  Joseph E. Bankert, Esq.

  
	
   

  	
   

  	
  Telecopy Number:  (703) 876-4628

  
	
   

  	
   

  	
   

  
	
  To Lender:

  	
   

  	
  Corus Bank, N.A.

  
	
   

  	
   

  	
  3959 N. Lincoln Avenue

  
	
   

  	
   

  	
  Chicago, IL 60613

  
	
   

  	
   

  	
  Attn:  David Krischke, Assistant Vice President

  
	
   

  	
   

  	
  Telecopy Number:  (773) 832-3553

  



 


13





















 


 


with a copy to:


 


Corus Bank, N.A.

3959 N. Lincoln Avenue

Chicago, IL 60613

Attn:  Joel Solomon, General Counsel

Telecopy Number:  (773) 832-3536


 


with a copy to:


 


Sidley Austin Brown &
Wood LLP

1501 K Street, N.W. 

Washington, D.C.  20005

Attn:  Andrea J. Cummings, Esq.

Telecopy Number:  (202) 736-8711


 


Any party hereto may, by notice given hereunder,
designate any further or different addresses to which subsequent notices,
certificates or other communications shall be sent.


 


18.           Additional
Representations and Warranties.  In
addition to and independent of any other obligation or liability under this Completion
Guaranty, Guarantor hereby represents and warrants to Lender as follows:


 


(a)           Execution
and Binding Effect.  This Completion
Guaranty, the Environmental Indemnity Agreement, the Limited Guaranty, and each
other Loan Document to which Guarantor is a party and which is executed and
delivered or required to be executed and delivered on or before the date of
which this representation and warranty is made, or deemed made, has been duly
and validly executed and delivered by Guarantor.  This Completion Guaranty, the Environmental
Indemnity Agreement, the Limited Guaranty, and each such other Loan Document
constitutes, and the Environmental Indemnity Agreement, the Limited Guaranty,
and each other Loan Document when executed and delivered by Guarantor will
constitute, the legal, valid and binding obligations of Guarantor, jointly and
severally, enforceable against Guarantor in accordance with its terms, subject
to bankruptcy, insolvency and other laws affecting creditor’s rights
generally.  This Completion Guaranty
shall continue to be effective with respect to any guaranteed obligations
arising or created after any attempted revocation by Guarantor and after
Guarantor’s death, in which event this Completion Guaranty shall be binding
upon Guarantor’s estate and Guarantor’s legal representatives and heirs.


 


(b)           Violation
of Agreements.  To the best of
Guarantor’s knowledge, neither the execution and delivery of this Completion
Guaranty, nor consummation of the transactions herein or therein contemplated,
nor performance of or compliance with the terms and conditions hereof or
thereof, does or will at any time during the term hereof:


 


(i)            violates
or conflicts with any Laws, or


 


14





















 


(ii)           violates,
conflicts with or will result in a breach of any term or condition of, or
constitute a default under, or result in (or give rise to any right, contingent
or otherwise, of any Person to cause) any termination, cancellation, prepayment
or acceleration of performance of, or result in the creation or imposition of
(or give rise to any obligation, contingent or otherwise, to create or impose)
any lien upon any property of Guarantor (except for any lien in favor of Lender
securing the Secured Obligations) pursuant to, or otherwise result in (or give
rise to any right, contingent or otherwise, of any Person to cause) any change
in any right, power, privilege, duty or obligation of Guarantor under or in
connection with:


 


(a)           any
agreement or instrument creating, evidencing or securing any indebtedness or
guaranty equivalent to which Guarantor is a party or by which it or any of
their properties (now owned or hereafter acquired) may be subject or bound, or


 


(b)           any other
agreement or instrument or arrangement to which Guarantor is a party or by
which it or any of its properties (now owned or hereafter acquired) may be
subject or bound.


 


(c)           Government
Approvals and Filings.  To the best
of Guarantor’s knowledge, no approval, order, consent, authorization,
certificate, license, permit or validation of, or exemption or other action by,
or filing, recording or registration with, or notice to, any governmental
authority (collectively, “Governmental Action”) is or will be necessary
in connection with the execution and delivery of this Completion Guaranty, the
Environmental Indemnity Agreement, the Limited Guaranty, or any other Loan
Document to which Guarantor is a party, the consummation of the transactions
herein or therein contemplated, the performance of or compliance with the terms
and conditions hereof or thereof, or to ensure the legality, validity, binding
effect, enforceability or admissibility in evidence hereof or thereof.


 


(d)           Violation
of Laws.  To the best of Guarantor’s
knowledge, Guarantor is not in violation of any applicable statute, regulation
or ordinance of the United States of America, of any state, city, town,
municipality, county or of any other jurisdiction, or of any agency thereof
(including, but not limited to any Hazardous Materials Laws (as defined in the
Environmental Indemnity Agreement)).


 


(e)           Solvency.  Guarantor (i) is now and at all times during
the term hereof shall be generally paying its debts as they mature; (ii) now
owns, and at all times during the term hereof shall own, property which, at a
fair valuation, is greater than the sum of its debts, and (iii) now has and at
all times during the term hereof shall have capital sufficient to carry on its
business and personal affairs and any such affairs in which it is about to
engage.


 


(f)            Proceeding.  There is no condition, event or circumstance
existing, or any litigation, arbitration, governmental or administrative
proceedings, actions, examinations, claims or demands pending nor, to Guarantor’s
knowledge, threatened affecting Guarantor which are likely to result in a
Material Adverse Effect, and Guarantor knows of no basis therefor.


 


15





















 


(g)           Tax
Returns.


 


(i)            All tax
and informational returns required to be filed by or on behalf of Guarantor
have been properly prepared, executed and filed.  All taxes, assessments, fees and other
charges upon Guarantor, or upon any of its properties or incomes, which are due
and payable have been paid other than those not yet delinquent and payable
without premium or penalty, and except for those being diligently contested in
good faith by appropriate proceedings, and in each case adequate funds and
provisions for such taxes have been made by Guarantor.


 


(ii)           Guarantor
does not know of any proposed additional assessment or basis for any material
assessment for any additional taxes (whether or not reserved against).


 


(iii)          Guarantor
has paid all charges shown to be due and payable on said tax returns or on any
assessments made against it or any of its property, and all other charges imposed
on it or any of its properties by any governmental authority.


 


(h)           Default
Under Other Agreements.  Guarantor
has not received any written notice of a default with respect to any indenture,
loan agreement, mortgage, deed or other similar agreement relating to the
borrowing of monies to which it is a party, and by which it is bound.


 


(i)            Insurance.  Guarantor maintains with financially sound
and reputable insurers, not related to or affiliated with Guarantor, insurance
with respect to its properties and assets and against at least such
liabilities, casualties and contingencies and in at least such types and
amounts as is customary in the case of individuals having similar properties
and assets similarly situated.


 


(j)            Adverse
Conditions.  No condition,
circumstance, event, agreement, document, instrument, restriction, litigation
or proceeding (or to Guarantor’s knowledge, threatened litigation or proceeding
or basis therefor) relating to Guarantor exists, (i) which are likely to result
in a Material Adverse Effect; (ii) which would constitute an Event of Default
under this Completion Guaranty, the Environmental Indemnity Agreement, the
Limited Guaranty, or any of the Loan Documents; or (iii) which would constitute
such an Event of Default with the giving of notice or lapse of time or both.


 


19.           Additional
Covenants Of Guarantor.


 


(a)           Guarantor
shall deliver or cause to be delivered to Lender those reports and financial
statements set forth below.  All such
financial statements shall be internally prepared and shall fairly and
accurately present in all material respects the assets, liabilities and
financial conditions of Guarantor and such other Persons, if any, described
therein as of and for the periods ending of such dates set forth therein.


 


(i)            A disclosure
of any judgments and pending or threatened material litigation against
Guarantor, Borrower or the Property promptly upon Guarantor’s awareness of such
litigation;


 


16





















 


(ii)           On or
before April 30 of each year during the term of the Loan, federal and state
income tax returns of Guarantor, all certified to be true, complete and correct
by an authorized representative of Guarantor, as appropriate; provided, that if
an extension is filed by Guarantor with the Internal Revenue Service or
applicable state revenue department, then if Lender is provided a true, correct
and complete copy of such extension, Guarantor may deliver such income tax
returns to Lender simultaneously upon the filing thereof;


 


(iii)          Within
ninety (90) days of the end of each fiscal year, completed, signed and dated
annual financial statements, including income statements and balance sheets, of
Guarantor, with such verifications, supporting documentation or additional
statements as Lender may reasonably request, certified by an officer of
Guarantor as being true, correct and complete; and


 


(iv)          Guarantor
shall provide, from time to time during the term hereof, such other information
and reports, financial and otherwise, concerning Borrower, Guarantor and the
Property as Lender may reasonably request.


 


(b)           Upon
demand by Lender, at any time and from time to time, whether or not an Event of
Default has occurred under the Note, the Loan Agreement or any other Loan
Document, Guarantor shall execute a reaffirmation of and shall remake this
Completion Guaranty as of such date. 
Failure of Guarantor to reaffirm and remake this Completion Guaranty at
any time, on demand, shall be an Event of Default hereunder and under the Note,
the Loan Agreement and the other Loan Documents, without notice or opportunity
to cure.


 


20.           Jurisdiction
and Venue.


 


(a)           TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR AND LENDER EACH HEREBY AGREES THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COMPLETION GUARANTY
BE TRIED AND DETERMINED IN A FEDERAL COURT OR STATE COURT LOCATED IN THE
COMMONWEALTH OF VIRGINIA.


 


(b)           TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR AND LENDER EACH HEREBY EXPRESSLY
WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS
OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
WITH THIS SECTION; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST
ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  GUARANTOR HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE
COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. 
GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
CERTIFIED OR REGISTERED MAIL, POSTAGE 


 


17





















 


PREPAID, OR BY
PERSONAL SERVICE AT THE ADDRESS OF GUARANTOR STATED ABOVE OR ANY OTHER METHOD
PERMITTED BY LAW.  TO THE EXTENT THAT
GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS COMPLETION GUARANTY.


 


21.           Waiver
of Jury Trial.  TO THE MAXIMUM EXTENT
PERMITTED BY LAW, GUARANTOR AND LENDER EACH HEREBY KNOWINGLY VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
CAUSE OF ACTION, CLAIM, DEMAND OR PROCEEDING ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS COMPLETION GUARANTY, THE ENVIRONMENTAL INDEMNITY
AGREEMENT, THE LIMITED GUARANTY,  OR ANY
OTHER LOAN DOCUMENT, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE DEALINGS OF GUARANTOR AND LENDER WITH RESPECT TO THIS COMPLETION GUARANTY,
THE ENVIRONMENTAL INDEMNITY AGREEMENT, THE LIMITED GUARANTY, OR ANY OTHER LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED HERETO, OR ANY COURSE OF CONDUCT, COURSE
OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE.  TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR AND LENDER HEREBY AGREE THAT ANY SUCH
ACTION, CAUSE OF ACTION, CLAIM, DEMAND OR PROCEEDING SHALL BE DECIDED BY A
COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR LENDER MAY FILE AN EXECUTED
COPY OF THIS COMPLETION GUARANTY WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTOR AND LENDER TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.  NO PARTY SHALL SEEK TO
CONSOLIDATE, BY COUNTER CLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL
HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.


 


[THE REMAINDER OF THIS
PAGE IS LEFT INTENTIONALLY BLANK]


 


18





















 


IN WITNESS WHEREOF,
Guarantor has executed this Completion Guaranty as of the date first above
written.


 


GUARANTOR:


 


COMSTOCK
HOMEBUILDING COMPANIES, INC.,


a
Delaware corporation


 


 


	
  By: 

  	
  /s/ Christopher Clemente

  	
   

  
	
  Name: Christopher Clemente

  
	
  Title: Chief Executive Officer