OptionElectionNoticeAshfordandMcNeil




Williams Multifamily Acquisition Venture, LLC
c/o Williams Realty Advisors, LLC
One Overton Park
3625 Cumberland Blvd.
Suite 400
Atlanta, Georgia 30339




January 18, 2013 




By PDF/Email


	
		
	OREC (Williams) Holdings, Inc.
c/o Oxford Properties Group
320 Park Avenue, 17th Floor
New York NY 10022
Attention:  Neil Jacob
Email:  njacob@oxfordproperties.com


	Williams Multifamily Acquisition GP, LLC c/o Williams Realty Advisors, LLC
One Overton Park
3625 Cumberland Blvd.
Suite 400
Atlanta, Georgia 30339
Facsimile No.:  (770) 818-4101
Attn:   John A. Williams



	

Oxford Properties Group
c/o OPGI Management Limited Partnership
Royal Bank Plaza, North Tower
200 Bay Street, Suite 900
Toronto, Ontario M5J 2J2
Attention: Gawain Smart
E-mail:  gsmart@oxfordproperties.com
	

Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA  30309
Facsimile No.:  (404) 541-3402
Attn:  David A. Stockton, Esq.

	

DLA Piper US LLP (US)
33 Arch Street
Boston, Massachusetts 02110
Facsimile No.:  (617) 406-6129
Attn: John L. Sullivan, Esq.


	 




Re:      Williams Ashford/McNeil Option Exercise Notice
Ladies and Gentlemen:    
Reference is also made to that certain Liquidation Agreement dated as of January 18, 2013 by and among Williams Multifamily Acquisition Fund, L.P., OREC (Williams) Holdings, Inc., Williams Multifamily Acquisition GP, LLC, Williams Multifamily Acquisition Venture, LLC, and Williams Realty Advisors, LLC (the “Liquidation Agreement”).  Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Liquidation Agreement. 





This letter constitutes the Williams Ashford/McNeil Option Exercise Notice from the Williams LP pursuant to Section 2.4 of the Liquidation Agreement.  
1.      The undersigned Williams LP irrevocably and unconditionally elects to cause the Williams Purchaser to acquire the Ashford REIT Shares for the Ashford REIT Purchase Price on the Initial Williams Option Closing Date.  The Ashford REIT Purchase Price payable by the Williams Purchaser on the Initial Williams Option Closing Date is $777,028.46. 
 2.     The undersigned Williams LP irrevocably and unconditionally elects to cause the Williams Purchaser to acquire the McNeil REIT Shares for the McNeil REIT Purchase Price on the Initial Williams Option Closing Date.  The McNeil REIT Purchase Price payable by the Williams Purchaser on the Initial Williams Option Closing Date is $7,629,023.35.
3.     The undersigned Williams LP irrevocably and unconditionally designates the entity shown below as the Williams Purchaser for purposes of the Liquidation Agreement.
Preferred Apartment Communities Operating Partnership, L.P.
The undersigned Williams LP irrevocably and unconditionally designates January 23, 2013 as the Initial Williams Option Closing Date.
The Williams Purchaser hereby covenants and agrees to acquire the Initial Williams Options REITs for the Initial Williams Option Purchase Price on the Initial Williams Option Closing Date.   The Williams Purchaser hereby further covenants and agrees to be bound by all applicable terms of the Liquidation Agreement, including without limitation all obligations relating to the calculation of, and the making of payments with respect to, the Net Price Adjustment for the Initial Williams Options REITs.
This Williams Ashford/McNeil Option Exercise Notice is irrevocable and may only be amended or revoked by a written notice to the Escrow Agent executed by both Oxford and the Williams Partners.   
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Thank you for your attention to this matter.  


Sincerely, 
	
	
	WILLIAMS MULTIFAMILY ACQUISITION VENTURE, LLC

	

By:/s/ John A. Williams   
Name: John A. Williams
Title: Chief Executive Officer of Williams Realty Advisors, its Manager








	
	
	PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.

	By: Preferred Apartment Advisors, LLC, its Agent


By:/s/ John A. Williams   
Name: John A. Williams
Title: Chief Executive Officer