(a) During the term of this Agreement, the Escrow Agent shall hold and disburse the Deposit inaccordance with the terms and provisions of this Agreement.(b) The Escrow Agent shall pay the Deposit in accordance with the joint written instructionsof Seller and Purchaser in any of the following events: (i) if this Agreement shall be terminatedby the mutual written agreement of Seller and Purchaser, or (ii) if the Escrow Agent shall beunable to determine at any time to whom the Deposit should be paid, or (iii) if a dispute shalldevelop between Seller and Purchaser concerning to whom the Deposit should be paid. In the eventthat such written instructions shall not be received by the Escrow Agent within ten (l0) days afterthe Escrow Agent has served a written request for instructions upon Seller and Purchaser, then theEscrow Agent shall have the right to pay the Deposit into any court of competent jurisdiction andinterplead Seller and Purchaser in respect thereof, and thereupon the Escrow Agent shall bedischarged of any obligations in connection with this Agreement.(c) Subject to Section II C (ii) (k) hereof, if costs or expenses are incurred by the EscrowAgent in its capacity as Escrow Agent because of litigation or a dispute between the Seller andPurchaser arising out of the holding of the Deposit in escrow, Seller and Purchaser shall each paythe Escrow Agent one-half of such reasonable costs and expenses. Except for such costs orexpenses, no fee or charge shall be due or payable to the Escrow Agent for its services as EscrowAgent.(d) By joining herein, the Escrow Agent undertakes only to perform the duties and obligationsimposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake toperform any of the other covenants, terms and provisions incumbent upon the Seller and thePurchaser hereunder.(e) Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes noliability in connection herewith except for negligence or willful misconduct; that the Escrow Agentshall never be responsible for the validity, correctness or genuineness of any document or noticereferred to under this Agreement; and that in the event of any dispute under this Agreement, theEscrow Agent may seek advice from its own counsel and shall be fully protected in any action takenby it in good faith in accordance with the opinion of its counsel.(f) All investments by Escrow Agent will be made in the regular course of business. To beentitled to same day investment (assuming good funds are provided), the Deposit must be received bynoon; otherwise, such funds will be deposited on the next business day. All investments shall besubject to the rules, regulations, policies and procedures of the bank depository in which suchmonies are deposited.(g) Purchaser hereby certifies to Escrow Agent that Purchaser’s Federal tax identificationnumber is 58-1095325.
 
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(h) The Deposit may be processed for collection in the normal course of business by EscrowAgent, but immediately thereafter the Deposit shall be deposited in asegregated escrow account and shall not be commingled with funds of others, such segregated escrowfunds being at a bank of Escrow Agent’s choosing (the “**Depository**”). Escrow Agent shall not beaccountable for any incidental benefit which may be attributable to the funds so deposited. EscrowAgent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolutionof the Depository.(i) Escrow Agent shall not be liable for loss or damage resulting from:(i) any good faith act or forbearance of Escrow Agent;(ii) any default, error, action or omission of any party, other than Escrow Agent;(iii) any defect in the title to any property;(iv) the expiration of any time limit or other delay which is not solely caused by thefailure of Escrow Agent to proceed in its ordinary course of business, and in no event where suchtime limit is not disclosed in writing to the Escrow Agent;(v) the lack of authenticity of any writing delivered to Escrow Agent or of any signaturethereto, or the lack of authority of the signatory to sign such writing;(vi) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legalprocess issued out of any court;(vii) Escrow Agent’s assertion or failure to assert any cause of action or defense in anyjudicial or administrative proceedings; or(viii) any loss or damage which arises after the Deposit has been disbursed in accordancewith the terms of this Agreement.(j) Escrow Agent shall be fully indemnified by the parties hereto for all of its expenses,costs, and reasonable attorney’s fees incurred in connection with any interpleader action whichEscrow Agent may file to resolve any dispute as to the Deposit, or which may be filed against theEscrow Agent. Such costs, expenses or attorney’s fees may be deducted from the Deposit.(k) If Escrow Agent is made a party to any judicial, non-judicial or administrative action,hearing or process based on acts of any of the other parties hereto and not on the malfeasanceand/or negligence of Escrow Agent in performing its duties hereunder, the expenses, costs andreasonable attorney’s fees incurred by Escrow Agent in responding to such action, hearing orprocess may be deducted from the funds held hereunder and the party/parties whose alleged acts area basis for such proceedings shall indemnify, save and hold Escrow Agent harmless from saidexpenses, costs and fees so incurred.
 
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**ARTICLE III — TITLE AND SURVEY**A. Upon full execution of this Agreement, Seller agrees to provide Purchaser with copy of theSeller’s survey of the Property dated May 29, 2001, last revised June 25, 2001, prepared byRochester & Associates, Inc.. Within thirty (30) days after the Effective Date, Seller willprovide Purchaser with a current updated survey of the Property at Seller’s expense (the “**Survey"**).Purchaser shall have the right to obtain any survey of the Property desired by Purchaser. Thelegal description contained in the Deed (hereinafter defined in Section IV A hereof) shall be thatset forth on Exhibit B attached hereto. However, if requested by Purchaser, at Closing,Seller shall execute a Quit-Claim Deed in favor of Purchaser which will contain a legal descriptionbased upon the Survey.B. Seller shall obtain within fifteen (15) days after the Effective Date and deliver toPurchaser an owner’s title insurance commitment (the “**Commitment**”) from First American TitleInsurance Company, Atlanta, Georgia (the “**Title Company**”**)**, together with legible copies of allmatters referred to therein as exceptions to title. Prior to forty (40) business days after theEffective Date, Purchaser shall deliver to Seller a statement of any objections to Seller’s titleto the Property and any objections as to matters disclosed by the Survey or any other surveyobtained by Purchaser. Seller shall have until forty-five (45) business days after the EffectiveDate to cure any such objections, but Seller shall have no obligation to cure any such objections.In the event Seller fails or refuses to cure such objections on or before forty-five (45) businessdays after the Effective Date, then Purchaser shall elect by written notice to Seller on or beforethe fiftieth (50th) business day after the Effective Date, to either (i) terminate thisAgreement and receive a full refund of so much of the Deposit as is then held by Escrow Agent, andthereafter this Agreement shall be null and void and of no further force or effect, and neitherPurchaser nor Seller shall have any further rights, duties, liabilities or obligations to the otherby reason hereof except for the Inspection Indemnity (defined in Section XIII A below); or (ii)waive such objections and consummate the transaction contemplated herein without reduction of thePurchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election asabove provided, then Purchaser shall be deemed to have waived such objections as provided in theaforesaid item (ii). Seller shall not be obligated to cure any objections. All matters as towhich Purchaser has agreed to accept title subject to in accordance with this Section III B arehereinafter referred to as the “**Permitted Exceptions**”.C. Purchaser shall have the right to have its title examination and Survey updated until theClosing Date (hereinafter defined), and if any such update discloses any new title exceptions orsurvey matters as to which Purchaser has an objection and which were not of record as of the dateof the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters(any such new matter being referred to as a “**new objection**”), Purchaser shall deliver to Seller astatement of any such new objections and Seller shall have until the Closing Date to cure all suchnew objections. In the event that Seller fails to cure such new objections on or before theClosing Date (i) Purchaser may terminate this Agreement by written notice to Seller given on orbefore the Closing Date, whereupon Purchaser shall receive a full refund of so much of the Depositas is then held by Escrow Agent, and thereafter this Agreement shall be null and void and of nofurther force or effect, and neither Purchaser nor Seller shall have any further rights, duties,liabilities or obligations to the other by reason hereof
 
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except for the Inspection Indemnity, or (ii) Purchaser may cure such new objections created orsuffered by Seller and deduct the reasonable cost thereof from the Purchase Price otherwise payableby Purchaser at Closing; or (iii) Purchaser may waive such objections and consummate thetransaction contemplated herein without reduction of the Purchase Price.**ARTICLE IV — ITEMS TO BE DELIVERED BY SELLER AT CLOSING**At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documentsto be delivered at Closing as specified in this Agreement shall be prepared by Seller’s counselexcept for those specified in Section V B hereof which will be prepared by Purchaser or itscounsel.A. Title to the Property shall be conveyed by a limited warranty deed (herein called the“**Deed**”) which will (i) contain a limited warranty of title to the effect that Seller will warranttitle to the Purchaser as against any claim by any person owning, holding or claiming by, throughor under Seller, but not otherwise; and (ii) be subject to the Permitted Exceptions.B. A Seller’s Title Affidavit (in a form customarily utilized in Atlanta, Georgia) showingthat all debts for labor and materials in respect of the Land have been paid in full.C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of theInternal Revenue Code, Seller is not a foreign person, foreign corporation, foreign partnership,foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and IncomeTax Regulations).D. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreementand a duly executed Transferor Identification Certificate.E. A duly executed Affidavit of Seller’s Residence that pursuant to O.C.G.A. §48-7-128, nowithholding from the proceeds of the transaction contemplated herein is required.F. Such evidence as is required by the Title Company to delete any and all security deedsencumbering the Land from the Commitment to be marked at Closing.G. Evidence acceptable to Purchaser and acceptable to the Title Company that those acting forSeller have full authority to consummate the transaction contemplated in this Agreement.H. A duly executed Closing Statement evidencing the prorations between Seller and Purchaserand disbursements made in connection with this transaction.I. A duly executed assignment of all of Seller’s right, title and interest in and to allengineering and architectural materials and surveys relating to the Property, if any and to theextent assignable, obtained by Seller within the twelve (12) months prior to the Effective Date.
 
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J. Any other documents referred to or specified in this Agreement or deemed reasonablyappropriate by Purchaser’s and Seller’s counsel.**ARTICLE V — ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING**At Closing, Purchaser agrees to deliver the following items to Seller:A. The Purchase Price as required by and in the manner specified in Section II B hereof.B. Evidence reasonably acceptable to Seller that those acting for Purchaser have fullauthority to consummate the transaction contemplated in this Agreement.C. A duly executed Closing Statement evidencing the prorations between Seller and Purchaserand disbursements made in connection with this transaction.D. Any other documents referred to or specified in this Agreement or deemed reasonablyappropriate by Seller’s and Purchaser’s counsel.**ARTICLE VI — TIME AND PLACE OF CLOSING AND CLOSING COSTS**A. The consummation of the transaction contemplated herein shall take place at the offices ofHolt, Ney, Zatcoff & Wasserman, Atlanta, Georgia commencing at 10:00 A.M. on any business dayspecified by Purchaser in a notice given to Seller at least three (3) days prior to the specifiedbusiness day, which business day is on or before October 31, 2011; provided, however, the foregoingnotwithstanding, Purchaser shall have the right to extend the time for consummation of thetransaction contemplated herein to a business day on or before November 30, 2011, provided that,together with a copy of such extension notice sent to Seller by Purchaser (with a copy to EscrowAgent), no later than October 25, 2011, Purchaser deposits with Escrow Agent a One Hundred Thousandand No/100 Dollars ($100,000.00) additional earnest money deposit, which upon receipt by EscrowAgent shall be invested in the same interest-bearing account as was deposited the Deposit, andwhich upon receipt by Escrow Agent shall be included within the definition of and shall be a partof the Deposit. The consummation of the transaction contemplated herein is herein referred to asthe “**Closing**”, and the date the Closing occurs is herein referred to as the “**Closing Date**”.B. At Closing, Seller shall pay the transfer tax incident to the Deed. At Closing, Purchasershall pay all other closing expenses with respect to the closing of the transaction contemplatedherein, including, without limitation, the cost of any survey obtained by Purchaser, recordingfees, title examination cost and the premium incident to any title insurance policy to be issued toPurchaser, except that Seller and Purchaser will each pay their own attorney’s fees.
 
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C. At Closing, Purchaser shall reimburse to Seller all of Seller’s development andconstructions costs listed on Exhibit A attached hereto and made a part hereof.Additionally, Purchaser will reimburse Seller for all future development and construction costs that areassociated with moving the contemplated multifamily development project on the Land towardsdevelopment (including the general contractor’s fee and any overhead and supervision but excludingmaintenance and carrying costs) that Seller incurs between the Effective Date and the Closing Date.D. Possession of the Property will be delivered by Seller to Purchaser on the Closing Date.**ARTICLE VII — APPORTIONMENTS**The following items shall be apportioned at Closing and as of the Closing Date:A. All real property taxes, including the current installment for any assessment (special,bond, or otherwise), based on the amount of such taxes for the year during which the Closingoccurs. In the event current year’s taxes are not available at the time of Closing, such prorationshall be based upon the amount of such taxes for the previous year, and in the event there is adifference between the current year’s taxes and the taxes for the previous year based upon whichthe proration was effected, the amount of such taxes shall be reprorated immediately upon demandbeing made therefor by one party upon the other. Seller shall be entitled to receive all income inrespect of the Property and shall be obligated to pay all expenses in respect of the Property forall time periods prior to and including the day prior to the Closing Date. Purchaser shall beentitled to receive all such income and shall be obligated to pay all such expenses for all timeperiods commencing with the Closing Date. In the event that any income or any expense itemrelating to the period prior to the Closing Date is received or appears after the Closing, suchitem(s) shall be adjusted between the Seller and the Purchaser within ten (10) days after such isdiscovered. This Section VII A shall survive the Closing of the transaction contemplated herein,but only for a period of thirty (30) days after which all prorations and adjustments shall be finalas between Seller and Purchaser, except for the agreement to reprorate property taxes in the eventthe proration at Closing is based upon the previous year’s taxes.**ARTICLE VIII — EMINENT DOMAIN**A. If, prior to the Closing Date, all, or such a material portion of the Land as would make itdifficult or impossible for Purchaser to construct its proposed development on the Land, is takenby condemnation or eminent domain or same is pending, or Seller has been given notice of such anintended taking, so much of the Deposit as is held by Escrow Agent shall be returned by EscrowAgent to Purchaser, and upon such return this Agreement shall terminate and be null and void and ofno further force or effect and neither Purchaser nor Seller shall have any further rights, duties,liabilities or obligations to the other hereunder except for the Inspection Indemnity (hereinafterdefined). If, prior to the Closing Date, there shall be any condemnation or eminent domainproceedings instituted or pending against less than such a material portion of the Land as wouldmake it difficult or impossible for Purchaser to construct Purchaser’s proposed townhomedevelopment on the Land, the Closing shall take place as provided herein without abatement of thePurchase Price, and there shall be assigned to the Purchaser at the Closing, allinterest of the Seller in and to any condemnation awards which may be payable to the Seller onaccount of such occurrence. Seller shall notify Purchaser in writing of any notice of contemplatedcondemnation received by Seller prior to the Closing Date.
 
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**ARTICLE IX — PURCHASER’S CONDITION PRECEDENT**Purchaser shall not be required to purchase the Property unless the following conditionprecedent has been satisfied on or before the Closing Date:A. Seller shall satisfy all requirements of the City of Sandy Springs (the “**City**”), includingwithout limitation the matters set forth in the letter from the City to Seller dated March 1, 2011,so that the approximately 2.082 acre stormwater detention pond located on the Property anddescribed as Tract Two in Exhibit B attached hereto (the “**Detention Pond**”) meets all of therequirements of the City and any other governmental agency with authority over or responsibilityfor the Detention Pond. If Seller fails to satisfy the condition precedent set forth in thisSection IX A on or before the Closing Date, Purchaser may elect to (i) terminate this Agreement andreceive a full refund of the Deposit from Escrow Agent, and thereafter this Agreement shall be nulland void and of no further force or effect, and neither Purchaser nor Seller shall have any furtherrights, duties, liabilities or obligations to the other by reason hereof except for the InspectionIndemnity (defined in Section XIII A below); or (ii) waive such objections and consummate thetransaction contemplated herein without reduction of the Purchase Price.**ARTICLE X — REPRESENTATIONS AND WARRANTIES OF SELLER**Seller hereby represents and warrants to Purchaser, to the best of Seller’s knowledge, asfollows:A. Seller has the right, power and authority to enter into this Agreement and to sell theProperty in accordance with the terms hereof, and Seller has granted no option or right of firstrefusal to any person or entity to purchase the Property and has not entered into any othercontract to sell the Property; andB. There are no parties in possession of the Property or entitled to possession thereof otherthan Seller.ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, IT IS UNDERSTOOD ANDAGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER, “AS IS, WHERE IS, AND WITH ALLFAULTS” WITH NO RIGHT OF SETOFF OR DEDUCTION TO THE PURCHASE PRICE AND WITHOUT ANYREPRESENTATION OR WARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER HAS NOT MADEAND IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER
 
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WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANYREPRESENTATION OR WARRANTY REGARDING THE SUITABILITY OF THE PROPERTY FOR ANY PARTICULARPURPOSE OR RELATING IN ANY WAY TO HAZARDOUS SUBSTANCES OR ANY ENVIRONMENTAL MATTERS, SUITABILITYOF SOIL OR GEOLOGY, ABSENCE OF DEFECTS OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTE. PURCHASERACKNOWLEDGES AND REPRESENTS THAT PURCHASER IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING UPONANY SUCH STATEMENT, REPRESENTATION OR WARRANTY MADE BY SELLER OR BY ANY AGENT OR ANY OTHERPERSON AND BASED SOLELY UPON PURCHASER’S OWN INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY.PURCHASER, FOR PURCHASER AND ITS SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM AND WAIVESALL CLAIMS AND LIABILITY AGAINST SELLER IN CONNECTION WITH OR ARISING OUT OF ANY PHYSICAL ORENVIRONMENTAL CONDITION IN, AT, ABOUT OR UNDER THE PROPERTY AND FURTHER RELEASES SELLER FROM ANDWAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER ATTRIBUTABLE TO THE PHYSICAL AND ENVIRONMENTALCONDITION AND QUALITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE, DISCOVERY ORREMOVAL OF ANY HAZARDOUS WASTE, HAZARDOUS OR TOXIC SUBSTANCES, AS THOSE TERMS ARE DEFINED BY THECOMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE TOXIC SUBSTANCESCONTROL ACT, AND THE RESOURCE CONSERVATION AND RECOVERY ACT, IN EACH CASE, AS AMENDED, AND ASMAY BE FURTHER AMENDED FROM TIME TO TIME, OR ANY OTHER FEDERAL OR STATE LAWS OR REGULATIONSRELATING TO ENVIRONMENTAL MATTERS IN, AT, ABOUT OR UNDER THE PROPERTY. AS BETWEEN PURCHASER ANDSELLER, PURCHASER ASSUMES RESPONSIBILITY AND LIABILITY FOR ALL OBLIGATIONS ARISING SUBSEQUENT TOCLOSING AND ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES IN, AT, ABOUT OR UNDER THE PROPERTY, ANDAGREES TO INDEMNIFY SELLER FROM ANY LIABILITY RESULTING FROM THE PRESENCE ON, OR RELEASE FROM,THE PROPERTY OF ANY HAZARDOUS WASTE OR HAZARDOUS OR TOXIC SUBSTANCES ARISING SUBSEQUENT TOCLOSING AND OCCURRING DURING THE PURCHASER’S OWNERSHIP OF THE PROPERTY. ANYTHING HEREIN TO THECONTRARY NOTWITHSTANDING, THE AGREEMENTS OF PURCHASER SET FORTH IN THIS PARAGRAPH SHALL SURVIVETHE CLOSING AND SHALL BE ENFORCEABLE AT ANY TIME.As used herein, the words “to the best of Seller’s knowledge” or words of similar import shall meanand refer to the actual and not constructive knowledge, without investigation, of Charles S.Roberts, the President of Roberts Realty Investors, Inc., the general partner of Roberts PropertiesResidential, L.P., and not anything which he should have known but did not actually know.Anything contained in this Agreement to the contrary notwithstanding, the representations andwarranties of Seller contained in this Article X shall survive the Closing for a period of six (6)months only and shall not be merged in the Deed or in any of the other documents executed anddelivered at Closing. Purchaser must file any lawsuit respecting a violation or breach of any ofSeller’s warranties or representations contained in this Agreement within six (6) months after theClosing Date, and in the event that Purchaser does not file such a lawsuit within six (6) monthsafter the Closing Date, Seller’s warranties and representations, and Purchaser’s rights in respectthereto, shall be terminated, null and void and of no further force or effect.
 
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**ARTICLE XI — DEFAULT AND REMEDIES**A. In the event that the transaction contemplated herein is not closed and consummated becauseof Purchaser’s failure or breach to perform its obligations hereunder, as Seller’s sole remedyEscrow Agent shall pay the Deposit to Seller as Seller’s liquidated damages, and not as a penalty,it being otherwise difficult or impossible to determine Seller’s actual damages. Seller andPurchaser acknowledge that it is impossible to estimate the actual damages Seller would suffer fromPurchaser’s breach of this Agreement, but that the liquidated damages provided herein represent areasonable pre-estimate of such damages and Seller and Purchaser therefore intend to provide forliquidated damages as herein specified, and that the agreed upon liquidated damages are notpunitive or penalties and are just, fair and reasonable, all in accordance with O.C.G.A. §13-6-7.The foregoing sentence shall in no form or fashion affect Seller’s rights and remedies againstPurchaser in connection with the Inspection Indemnity.B. In the event that the transaction contemplated herein is not closed and consummated becauseof Seller’s failure or breach to perform its obligations hereunder, Purchaser shall have the rightonly (i) to terminate this Agreement by giving notice thereof to Seller and Escrow Agent, and uponreceipt of such notice Escrow Agent shall return so much of the Deposit as is then held by EscrowAgent to Purchaser and thereafter this Agreement shall terminate and be null and void and of nofurther force or effect, and neither Seller nor Purchaser shall have any further rights, duties,liabilities or obligations to the other hereunder, or (ii) to sue Seller for specific performanceof Seller’s obligations under this Agreement; which remedies specified in (i) and (ii) shall be inlieu of any other rights or remedies for Purchaser, including, without limitation, any right orclaim for damages; provided, however, in the event that the remedy of specific performance is notavailable to Purchaser because Seller has voluntarily conveyed or encumbered the Property after thedate of this Agreement, Purchaser shall have the right to sue Seller for the damages occasionedthereby to Purchaser. If Purchaser consummates the transaction contemplated in this Agreement itshall be conclusively deemed to have waived any breach by Seller of any covenant, representation orwarranty under this Agreement (but not under any of the documents executed at Closing which shallcontinue in accordance with their terms) which the Purchaser knew or should have known existedprior to the Closing.**ARTICLE XII — NOTICES**A. Whenever any notice, demand, or request is required or permitted hereunder, such notice,demand or request shall be in writing and shall be hand-delivered in person or sent by FedEx orsimilar expedited overnight delivery service, all charges prepaid, to the addresses set forthbelow:
 
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To Seller:Roberts Properties Residential, L.P.