Exhibit 10.1


 





 


 


PURCHASE AND SALE AGREEMENT


 


BETWEEN


 


THE AVENTINE GREENVILLE, LLC,


 


a Delaware limited liability company



 


AS SELLER,


 


AND


 


TRADE STREET OPERATING PARTNERHSIP, LP,



a Delaware limited partnership


 


AS PURCHASER


 


As of December 5, 2013


 


 


 




    	 



    	 



    

 


Table of Contents


 


	 	 	Page
	 	 	 
	Article 1 PURCHASE AND SALE	1
	 	 	 
	1.1	Agreement of Purchase and Sale	1
	 	 	 
	1.2	Property Defined	2
	 	 	 
	1.3	Permitted Exceptions	3
	 	 	 
	1.4	Purchase Price	3
	 	 	 
	1.5	Payment of Purchase Price	3
	 	 	 
	1.6	Earnest Money.	3
	 	 	 
	1.7	Ownership of Flournoy Tradenames and Service Marks	4
	 	 	 
	Article 2 TITLE AND SURVEY	4
	 	 	 
	2.1	Title Examination; Commitment for Title Insurance	4
	 	 	 
	2.2	Survey	4
	 	 	 
	2.3	Title Objections; Cure of Title Objections	5
	 	 	 
	2.4	Conveyance of Title	6
	 	 	 
	2.5	Pre-Closing “Gap” Title/Survey Defects	7
	 	 	 
	2.6	Seller’s Covenant Not to Encumber	7
	 	 	 
	Article 3 INSPECTION	7
	 	 	 
	3.1	Right of Inspection	7
	 	 	 
	3.2	Right of Termination	8
	 	 	 
	3.3	Confidentiality.	9
	 	 	 
	Article 4 CLOSING	9
	 	 	 
	4.1	Time and Place	10
	 	 	 
	4.2	Seller’s Obligations at Closing	10
	 	 	 
	4.3	Purchaser’s Obligations at Closing	11
	 	 	 
	4.4	Credits and Prorations.	12
	 	 	 
	4.5	Closing Costs	14
	 	 	 
	4.6	Conditions Precedent to Obligation of Purchaser	15
	 	 	 
	4.7	Conditions Precedent to Obligation of Seller	15
	 	 	 
	4.8	Seller’s Tax Deferred Exchange	16
	 	 	 
	4.9	Purchaser’s Tax Deferred Exchange	17
	 	 	 
	Article 5 REPRESENTATIONS, WARRANTIES AND COVENANTS	17
	 	 	 
	5.1	Representations and Warranties of Seller	17
	 	 	 
	5.2	Knowledge Defined	20


 




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	5.3	Survival of Seller’s Representations and Warranties	21
	 	 	 
	5.4	Covenants of Seller	21
	 	 	 
	5.5	Representations and Warranties of Purchaser	23
	 	 	 
	5.6	Survival of Purchaser’s Representations and Warranties	25
	 	 	 
	5.7	Covenants of Purchaser	25
	 	 	 
	5.8	Special Provisions Concerning Condominium Conversion.	26
	 	 	 
	Article 6 DEFAULT	27
	 	 	 
	6.1	Default by Purchaser	27
	 	 	 
	6.2	Default by Seller	28
	 	 	 
	6.3	Notice of Default; Opportunity to Cure	28
	 	 	 
	6.4	Recoverable Damages	28
	 	 	 
	Article 7 RISK OF LOSS	29
	 	 	 
	7.1	Damage	29
	 	 	 
	7.2	Definition of Major Damage	30
	 	 	 
	7.3	Seller’s Insurance	30
	 	 	 
	Article 8 COMMISSIONS	30
	 	 	 
	8.1	Broker’s Commission	30
	 	 	 
	8.2	Survival	31
	 	 	 
	Article 9 DISCLAIMERS AND WAIVERS	31
	 	 	 
	9.1	No Reliance on Documents	31
	 	 	 
	9.2	Disclaimers	31
	 	 	 
	9.3	Certain Definitions	33
	 	 	 
	9.4	Effect and Survival of Disclaimers	33
	 	 	 
	Article 10 ESCROW AGENT	34
	 	 	 
	10.1	Investment of Earnest Money	34
	 	 	 
	10.2	Intentionally Omitted	34
	 	 	 
	10.3	Payment on Demand	34
	 	 	 
	10.4	Exculpation of Escrow Agent	34
	 	 	 
	10.5	Stakeholder	34
	 	 	 
	10.6	Interest	35
	 	 	 
	10.7	Execution by Escrow Agent	35
	 	 	 
	Article 11 MISCELLANEOUS	35
	 	 	 
	11.1	Intentionally Deleted	35
	 	 	 
	11.2	Intentionally Deleted	35


 




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	11.3	Assignment	35
	 	 	 
	11.4	Notices	35
	 	 	 
	11.5	Modifications	37
	 	 	 
	11.6	Calculation of Time Periods	37
	 	 	 
	11.7	Successors and Assigns	37
	 	 	 
	11.8	Entire Agreement	38
	 	 	 
	11.9	Further Assurances	38
	 	 	 
	11.10	Counterparts	38
	 	 	 
	11.11	Severability	38
	 	 	 
	11.12	Applicable Law	38
	 	 	 
	11.13	No Third Party Beneficiary	38
	 	 	 
	11.14	Rule 3.14 Audit	38
	 	 	 
	Schedules	39
	 	 	 
	11.17	Captions	39
	 	 	 
	11.18	Construction	39
	 	 	 
	11.19	Termination of Agreement	39
	 	 	 
	11.20	Survival	40
	 	 	 
	11.21	Time of Essence	40
	 	 	 
	11.22	Covenant Not to Record	40
	 	 	 
	11.23	Limitation of Seller’s Liability	40
	 	 	 
	11.24	JURY WAIVER	40
	 	 	 
	11.25	ATTORNEY’S FEE	40


 




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[Note: Need Exhibits]


 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND SALE
AGREEMENT (this “Agreement”) is made as of December 5, 2013 (the “Effective Date”), by and
between THE AVENTINE GREENVILLE, LLC, a Delaware limited liability company (“Seller”), and TRADE
STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Purchaser”).


 


CALLOWAY TITLE AND
ESCROW, LLC, a Georgia limited liability company (“Escrow Agent”; in its capacity as title insurer
sometimes herein called the “Title Company”) is a party to this Agreement for
the limited purposes set forth herein.


 


WITNESSETH:


 


Article
1

PURCHASE AND SALE


 


1.1           Agreement
of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser
agrees to purchase the following:


 


(a)          that
certain tract or parcel of land being more particularly described on Schedule 1.1(a), attached hereto and made a part hereof
(the property described in this clause (a) being herein referred to collectively as the “Land”);


 


(b)          all
those rights, easements and appurtenances pertaining to the Land (whether now or hereafter existing), including (i) all right,
title and interest of Seller (if any) in and to any streets, alleys or rights-of-way (whether open, closed or proposed), within
or adjacent to the Land, and (ii) all right, title and interest of Seller with respect to any easements, covenants, agreements,
rights, privileges, tenements, hereditaments and appurtenances that now or hereafter benefit or burden the Land (the property described
in this clause (b) herein referred to collectively as the “Related Rights”);


 


(c)          the
buildings, structures, facilities, installations, fixtures and other improvements of every kind on the Land, including specifically,
without limitation, those certain buildings containing apartment units and related facilities and commonly known as The Aventine
Greenville Apartments (the property described in this clause (c) being herein referred to collectively as the “Improvements”,
and the Land, the Related Rights and the Improvements being hereinafter sometimes collectively referred to as the “Real
Property”);


 




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(d)          all
of Seller’s right, title and interest in, to and under all tangible personal property upon the Land or within the Improvements,
including specifically, without limitation, appliances, equipment, furniture, furnishings, carpeting, draperies and curtains, tools
and supplies, and other items of tangible personal property owned by Seller and used exclusively in connection with the ownership,
use, maintenance or operation of the Land and the Improvements, and including those items of tangible personal property identified
on Schedule 1.1(d), attached hereto and incorporated herein by this reference, but excluding (i) cash and cash equivalents
(except to the extent prorated at Closing), (ii) any reserves or other deposits funded or made in connection with any financing
encumbering the Property, (iii) computer software and computer files, (iv) any time clock(s), (v) personal property owned
by tenants under the Leases, (vi) any equipment installed by, or in connection with, any telecommunication or utility provider
and which is owned by any party other than Seller (excluding any reversionary interest that Seller may have therein which shall
be assigned to Purchaser to the extent assignable), (vii) any items owned by employees of Seller or any property manager, (viii)
any items leased to Seller, (ix) any digital voice receivers used in connection with recorded music at the Property, and (x) all
brochures, advertising copy, promotional materials, manuals, reports, portfolios, binders, training materials and other items on
which the names “Flournoy” or “The Aventine Greenville” appear (the property described in this clause (d),
other than the excluded items, being herein referred to collectively as the “Tangible Personal Property”).


 


(e)          all
of Seller’s right, title and interest as landlord or lessor in, to and under all written agreements listed and described
on Schedule 1.1(e) (the “Rent Roll”) attached hereto and made a part hereof as well as under all similar
agreements hereafter executed by Seller in accordance with the terms of this Agreement, pursuant to which any portion of the Land
or Improvements is used or occupied by anyone other than Seller (the property described in this clause (e) being herein referred
to collectively as the “Leases”);


 


(f)          all
of Seller’s right, title and interest in, to and under (i) the Designated Service Contracts (as defined in Section 5.7
of this Agreement), (ii) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller
in connection with the Improvements or the Tangible Personal Property, and (iii) all governmental permits, licenses and approvals,
if any, belonging to or inuring to the benefit of Seller and pertaining to the Real Property or the Tangible Personal Property,
but only to the extent that such permits, licenses and approvals are assignable and only to the extent that such permits, licenses
and approvals relate to the Real Property or the Tangible Personal Property as opposed to other property of Seller or its affiliates;
(iv) resident and tenant files for current residents and tenants as of the Closing Date, (v) architectural and civil plans
and specifications (to the extent in Seller’s possession but excluding any right to reproduce, use such plans or specifications
for future development or otherwise restrict Seller or any affiliate of Seller from using such plans for future development); (vi)
other non-confidential and non-proprietary records owned by Seller and used in connection with the operation of the Real Property
or any part thereof, and located on-site as of the Closing Date, and (vii) all assignable telephone numbers; but excluding any
rights in or to the use of the names “Flournoy” (the property described in this clause (f), other than the excluded
items, being sometimes herein referred to collectively as the “Intangible Property”).


 


1.2           Property
Defined. The Land, the Related Rights, the Improvements, the Tangible Personal Property, the Leases and the Intangible
Property are hereinafter sometimes referred to collectively as the “Property”.


 


1.3           Permitted
Exceptions. The Property shall be conveyed, and Purchaser shall accept the Property, subject to the matters which are,
or are deemed to be, Permitted Exceptions pursuant to ARTICLE 2 hereof (herein referred to collectively as the “Permitted
Exceptions”), provided Permitted Exceptions do not include any “Agreed Cure Items” (as hereinafter
defined).


 




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1.4           Purchase
Price. Seller is to sell and Purchaser is to purchase the Property for the total purchase price of Forty-One Million Eight
Hundred Sixty-six Thousand and No/100 and No/100 Dollars ($41,866,000.00) (the “Purchase Price”).


 


1.5           Payment
of Purchase Price. The Purchase Price for the Property shall be remitted by Purchaser into escrow at or before Closing,
by wire transfer of immediately available federal funds, to a bank account of Escrow Agent designated by Escrow Agent in writing
to Purchaser prior to the Closing (“Escrow Agent’s Account”), and, as adjusted by prorations and adjustments
as herein provided, the Purchase Price shall be subsequently payable in full to Seller contemporaneously with Closing, by wire
transfer of immediately available federal funds, from Escrow Agent’s Account to a bank account designated by Seller in writing
to Escrow Agent prior to the Closing.


 


1.6           Earnest
Money.


 


(a)          Within
two (2) days following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of One Hundred Fifty Thousand and
No/100 Dollars ($150,000.00) by wire transfer of immediately available funds (the “Initial Earnest Money”) in
accordance with the wiring instructions attached hereto as Schedule 1.6(a). If, on the Inspection Date (as defined below)
this Agreement is still in force and effect, Purchaser shall deposit with Escrow Agent the sum of Five Hundred Thousand and No/100
Dollars ($500,000.00) by wire transfer of immediately available funds (the “Additional Earnest Money”). The
Initial Earnest Money and the Additional Earnest Money, together with all interest earned thereon while such earnest money funds
are in escrow (including, without limitation, in Escrow Agent’s Account) shall individually and collectively be referred
to herein as the “Earnest Money”. If the Closing shall occur, the Earnest Money shall be applied to the Purchase
Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser’s election, upon
release of the Purchase Price to Seller on the Closing Date, the Earnest Money shall be returned to Purchaser.


 


(b)          If
Purchaser fails to deliver any portion of the Earnest Money to the Escrow Agent within the time periods specified above, Seller
shall have the right to terminate this Agreement and upon such termination, Purchaser and Seller shall have no further rights or
obligations hereunder, except those which expressly survive termination of this Agreement.


 


(c)          In
any event, if Purchaser is entitled to have the Earnest Money returned to Purchaser, pursuant to any provision of this Agreement,
One Hundred and No/100 Dollars ($100.00) of the Earnest Money shall nevertheless be paid to Seller as good and sufficient consideration
for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its
due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and
expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.


 




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1.7           Ownership
of Flournoy Tradenames and Service Marks(a)          Purchaser hereby
acknowledges and agrees that the name “Aventine Greenville” and any
other trade name or service mark which includes the word
“Aventine” (hereinafter collectively referred to as the “Marks”),
and each of them, are trade names and service marks of
Seller; that the Marks, and each of them, are the sole
and exclusive property of Seller, which owns all right, title,
and interest in and to the Marks, and each of them;
and that, by this Agreement, Purchaser shall acquire no ownership
right or interest of any kind in or to the Marks,
or any of them. Purchaser further acknowledges and agrees that any
use by Purchaser of the Marks, or any of them, in
any manner in connection with the Property or otherwise, will
result in immediate and irreparable injury to Seller and its
affiliates, and that Seller and/or its affiliates shall be entitled
to temporary, preliminary, and permanent injunctive relief against Purchaser
in the event of any such use of the Marks, or any
of them, by Purchaser, or in the event of any other
violation by Purchaser of this Section 1.7. Purchaser may continue to use “Greenville”
in the name of the Property after Closing, provided Purchaser does not use the “Aventine” name or any of the Marks;
provided, however, nothing contained herein shall be deemed to be a warranty of Seller’s or Purchaser’s
right to use such names.


 


(b)          Seller
and Purchaser shall cooperate with each other in connection with,
at Seller’s expense, the removal of the “Aventine” name from
the Property within ninety (90) days after Closing, including changes in signage, lease forms, marketing materials and
the like.


 


(c)          This
Section 1.7 shall survive the Closing.


 


Article
2

TITLE AND SURVEY


 


2.1           Title
Examination; Commitment for Title Insurance. Within five (5) days following the Effective Date, Seller shall obtain from
Title Company, at Seller’s expense, and deliver to Purchaser, an American Land Title Association (ALTA) commitment for
title insurance in the full amount of the Purchase Price and covering the Property, together with hard copies of all documents
referred to therein (the “Title Commitment”).


 


2.2           Survey.
Purchaser acknowledges that Seller has, at Seller’s expense, delivered to Purchaser that certain as-built survey of the Real
Property prepared by Site Design, Inc. dated August 5, 2013, and bearing the seal of A. Clay Jones P.L.S., S.C. Reg. No. 26210.
Said survey shall constitute the “Survey” hereunder. Purchaser may, however, at Purchaser’s option and
sole expense, obtain an updated survey of the Property, in which case said updated survey of the Property shall constitute the
“Survey” hereunder. For purposes of the Deed to be delivered to Purchaser at the Closing, the legal description
the Property shall be the legal description attached hereto as Schedule 1.1(a). If, however, the metes and bounds description
drawn from the Survey (or any update thereto) reflects a legal description different from the legal description attached hereto
as Schedule 1.1(a), Seller shall also deliver a quit claim deed, at Closing, containing the legal description drawn from
the Survey (or update thereto).


 




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2.3           Title
Objections; Cure of Title Objections.


 


(a)          Purchaser
or its attorneys shall have until December 13, 2013 (the “Title Objection Deadline”) to notify Seller and its
attorneys, in writing, of such objections as Purchaser may have to the Title Commitment (including the title exception documents
referred to therein) or Survey, other than the Permitted Exceptions described in clauses (a) through (d) of Section 2.4. Any
item contained in the Title Commitment, any matter shown on the Survey or any document that is of record and properly indexed as
of the effective date of such initial title examination to which Purchaser does not object on or before the Title Objection Deadline
shall be deemed a “Permitted Exception”.


 


(b)          In
the event Purchaser shall notify Seller of objections to title or to matters shown on a Survey on or before the Title Objection
Deadline, Seller shall have the right, but not the obligation, to cure such objections. On or before December 16, 2013, Seller
shall notify Purchaser in writing whether Seller elects to attempt to cure such objections (and Seller’s failure to provide
such a notice shall be deemed an election by Seller not to cure any such objection). If Seller elects to attempt to cure, then
Seller shall use commercially reasonable efforts to attempt to remove, satisfy or cure the same. Except with respect to the Agreed
Cure Items, if Seller elects (or is deemed to have elected) not to cure any valid objections specified in Purchaser’s notice,
then in such case Purchaser shall have the right to elect one, but not both, of the following options, which election must
in each case be made within the time period provided in paragraph (c) below:


 


(A)         to
accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser
which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or


 


(B)         to
terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement
shall terminate and the applicable amount of Earnest Money shall be returned to Purchaser, and thereafter neither party hereto
shall have any further rights, obligations or liabilities hereunder with respect to the Property, except to the extent that any
right, obligation or liability set forth herein expressly survives termination of this Agreement.


 


(c)          Except
with respect to the Agreed Cure Items, if Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection,
or if Seller is deemed to have elected not to cure any title objections, then in any such case Purchaser shall, on or before December
19, 2013, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (b)(A) above or to terminate
this Agreement under clause (b)(ii) above (with Purchaser’s failure to provide such a notice deemed an election by Purchaser
to accept conveyance under clause (b)(A) above).


 




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(d)          Notwithstanding
anything contained herein to the contrary, Seller shall be obligated at Closing to discharge provide or cure all of the following
“Agreed Cure Items” (i) all mortgages of Seller (regardless of whether Purchaser objects to such mortgage),
(ii) all monetary liens arising by, through or under Seller, (iii) evidence of Seller’s good standing (to which, a good
standing certificate issued by the Secretary of State of South Carolina) and authority to consummate this transaction (as required
by Section 4.2(e)), (iv) matters Seller agrees in writing to provide to cure title, objections properly delivered by Purchaser
in accordance with the provisions of this Article II, and (v) Seller shall provide those documents required by the Title Company
to be delivered by Seller, pursuant to Section 4.2, in order to allow the Title Company to remove the standard exceptions from
the Title Policy at Closing. The term “mortgage” as used herein includes any mortgage, deed of trust, deed to secure
debt and similar security instrument securing an indebtedness of Seller and encumbering the Property or any portion thereof; the
terms “discharge” and “discharged” as used herein include compliance with a statutory bonding procedure
that has the legal effect of removing the mortgage or item as a lien on the Property or otherwise allows the mortgage or item to
be removed from the title exceptions in the Title Policy (as defined below).


 


2.4           Conveyance
of Title. At Closing, Seller shall convey and transfer the Property to Purchaser. It shall be a condition to Purchaser’s
obligation to close this transaction that title to the Real Property conveyed and transferred to Purchaser shall be such title
to the Real Property as will enable the Title Company to issue to Purchaser an extended coverage ALTA Form 2006 Owner’s Policy
of Title Insurance (the “Title Policy”) covering the Real Property, in the full amount of the Purchase Price,
subject to the following matters, which shall be deemed to be Permitted Exceptions:


 


(a)          the
rights of tenants, as tenants only, without any right to acquire any portion of the Property, under the Leases described in the
Rent Roll and any new Leases entered into between the Effective Date and Closing to the extent authorized by Section 5.4(b) hereinbelow,
and (if required) approved by Purchaser in accordance with the terms thereof;


 


(b)          the
lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment
as herein provided;


 


(c)          local,
state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws,
ordinances and regulations, now or hereafter in effect relating to the Property;


 


(d)          All
matters identified in Schedule 2.4(d) (the B-II title exceptions shown in the Title Commitment other than the standard printed
exceptions which will be deleted upon Seller’s delivery of the documents identified in Section 4.2 hereof) attached hereto
and made a part hereof;


 


(e)          additional
items, if any, appearing of record or shown on the Survey, except to the extent Seller agrees to cure any such matters pursuant
to Section 2.3 or 2.5 hereof; and


 


(f)          additional
items, if any, approved by Purchaser pursuant to Section 2.6 hereof.


 




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2.5           Pre-Closing
“Gap” Title/Survey Defects. Whether or not Purchaser shall have furnished to Seller any notice of title objections
pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, notify Seller in writing of any
objections to title or survey matters having a material effect on the operation or value of the Property and first raised by the
Title Company or the Surveyor and first arising between (a) the effective date of the applicable Title Commitment or Survey and
(b) the Closing Date; provided however, that, except for the Agreed Cure Items (for which no notice shall be required), Purchaser
must notify Seller of any such objections within five (5) business days of Purchaser’s first receipt of the updated Title
Commitment, updated survey or other documents, whichever first provides notice of the condition giving rise to any such objection.
With respect to any objections to title or survey matters set forth in such notice, except for objections arising or resulting
from Seller’s breach of the covenant contained in Section 2.6 hereof and except for the Agreed Cure Items, Seller shall have
the same option to cure and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement
as those which apply to any notice of objections made by Purchaser on or before the Title Objection Deadline.


 


2.6           Seller’s
Covenant Not to Encumber. Seller agrees that, between the Effective Date and the Closing Date, Seller will not sell, assign,
rent, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any
part thereof or estate therein) in any manner that will survive Closing, except as approved in writing by Purchaser or as expressly
provided in this Agreement. Notwithstanding the foregoing, Seller shall have the right to (i) continue leasing apartment units
in the Property in the manner described in Section 5.4(b) hereof, (ii) terminate, amend or enter into service contracts in
the manner described in Section 5.4(g) hereof, and (iii) use, deplete, remove or replace items of Tangible Personal Property
in the ordinary course of business, provided any appliances, leasing office and pool furniture, fitness center equipment and other
similar items of equipment or furniture and other personal property so removed by Seller are promptly replaced by Seller, at its
cost, with items of comparable value and utility.


 


Article
3

INSPECTION 


 


3.1           Right
of Inspection.


 


(a)          To
the extent not heretofore delivered by Seller pursuant to the terms of that certain Access and Indemnity Agreement by and between
Seller and Trade Street Residential, Inc., dated November 20, 2013 (the “Access Agreement”), within five (5)
days following the Effective Date, Seller shall deliver, or cause to be delivered, to Purchaser the documents and information set
forth on Schedule 3.1(a), attached hereto and incorporated herein by this reference (the “Deliveries”).
Beginning as of November 20, 2013 (the effective date of the Access Agreement) and continuing thereafter so long as this Agreement
remains in full force and effect, Purchaser and its agents, representatives, contractors and consultants shall, at Purchaser’s
sole cost and expense and upon twenty-four (24) hours prior telephonic notice to Seller, have the right to make physical inspections
of the Property and to examine at such place or places at the Property, in the offices of the property manager or elsewhere as
the same may be located, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance
and/or management of the Property, including, without limitation, the Leases, lease files, service contracts, bills, invoices,
receipts, insurance loss history and a certificate of insurance and other general records relating to the income and expenses of
the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property
and similar materials, but excluding materials not directly related to the leasing, maintenance, and/or management of the Property
such as Seller’s internal memoranda, operating budgets, financial projections, appraisals, accounting and tax records and
similar proprietary or confidential information and, subject to the provisions of Section 3.3(b) hereof, shall have the right to
contact third parties, including governmental authorities in connection with Purchaser’s due diligence. Seller shall have
the right, but not the obligation, to have one of its representatives accompany Purchaser or its representatives on each such inspection
or examination. Seller shall reasonably cooperate with Purchaser in its inspections and examinations of the Property, but Seller
shall not be obligated to incur any liability, undue time commitment or expense in connection therewith.


 




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(b)          Purchaser’s
inspections of the Property shall not damage the Property in any respect, shall not, be invasive in any respect (including, without
limitation, soil borings, test pits, groundwater testing, or Phase II or Phase III environmental testing), and shall be conducted
in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations.
Following each such entry by the Purchaser Parties with respect to the Inspections, Purchaser shall promptly restore, or cause
to be restored, the Property to its original condition as existed immediately prior to any such Inspections. Purchaser shall not
have the right to submit any samples or other materials to any testing laboratory or similar facility without obtaining the prior
written consent of Seller.


 


(c)          Purchaser
shall indemnify, hold harmless and defend Seller, its members, and their respective, members, affiliates, indirect owners (including
trusts and plans), trustees, officers, directors, shareholders, agents and employees from and against any and all claims, demands,
causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and
court costs incurred in defending any such claim or in enforcing this indemnity) of whatsoever nature (for purposes of this Section
3.1, individually a “Claim” and collectively, “Claims”) that may be incurred by Seller or
any other indemnified party and arising out of or in connection with the acts or omissions of Purchaser and its agents, representatives,
contractors and consultants, or any of them, in connection with the inspections and examinations of the Property, including but
not limited to Claims arising out of or in connection with personal injury or death of persons, loss, destruction or damage to
property, or liens or claims of lien filed against the Property. Notwithstanding the foregoing, Purchaser shall have no liability
for pre-existing conditions discovered by any inspection of the Real Property and not exacerbated by Purchaser. This Section 3.1(c)
shall survive Closing or any termination of this Agreement.


 


3.2           Right
of Termination. Seller agrees that in the event Purchaser determines, in Purchaser’s sole and absolute discretion,
that it does not wish to acquire the Property for any reason or no reason, then Purchaser shall have the right to terminate this
Agreement by giving written notice of such termination to Seller on or before December 19, 2013 (the “Inspection Date”).
Upon any such termination of this Agreement pursuant to Purchaser’s rights under this Section 3.2 the Earnest Money shall
be promptly returned to Purchaser in accordance with Section 1.6 hereof, and Purchaser and Seller shall have no further rights
and obligations hereunder except those which expressly survive termination of this Agreement. If Purchaser fails to give Seller
timely notice of termination on or before the Inspection Date, then Purchaser shall no longer have the right to terminate this
Agreement under this Section 3.2 and (subject to any contrary provisions of this Agreement) shall be bound to proceed to Closing
and consummate the transaction contemplated hereby pursuant to the terms of this Agreement. Time is of the essence with respect
to the provisions of this Section 3.2. The period commencing on the Effective Date and ending on the Inspection Date is sometimes
referred to herein as the “Inspection Period”.


 




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3.3           Confidentiality.


 


(a)          Purchaser
acknowledges that all Deliveries under this Agreement or separate arrangement with Seller or Broker are for informational purposes
only and shall not be construed as a representation or warranty on the part of Seller or any other party regarding the Property,
other than as otherwise expressly provided in this Agreement or in the closing documents. Notwithstanding any provision of this
Agreement, Purchaser shall not have access to, and Seller shall not be obligated to make available to Purchaser, any confidential,
proprietary or privileged information of Seller related to the Property, such excluded materials to include Seller’s internal
memoranda, financial projections, operating budgets, appraisals, tax returns and similar proprietary, confidential or privileged
information. Notwithstanding anything in the foregoing to the contrary, Seller will make available to Purchaser financial statements,
operating reports and rent rolls used in Seller’s ordinary course of business.


 


(b)          The
existence and contents of this Agreement, the negotiations of parties with respect to the possible sale and purchase of the Property
and any matters disclosed by any Inspections undertaken by Purchaser with respect to the Property and any additional information
furnished by Seller to Purchaser from time to time (including, without limitation, the Deliveries) shall be kept confidential and
shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure that may be required
by law (inclusive of any requirements or regulations of the Securities and Exchange Commission and/or other similar entity or agency
governing or regulating the activities of publically traded companies), made to any applicable governmental or quasi-governmental
authorities and to the officers, directors, employees, lenders, investors and consultants of the parties, as provided below. No
advertisement or other publicity concerning this transaction shall be made or disseminated by either party at any time without
the review and approval of both parties hereto. Both parties recognize the need to disclose, and agree to the disclosure of, certain
aspects of this transaction to their respective lenders, investors, accountants, attorneys and other consultants. Neither party
is responsible for the actions of third parties as to the disclosure of confidential information, but each party agrees to inform
their lender, investors, accountants, attorneys and other consultants of the confidentiality of this transaction and all such other
information and, upon request of the other, agrees to use reasonable efforts to obtain confidentiality agreements from such third
parties. Notwithstanding the foregoing of this Section 3.3, either of Seller or Purchaser (or both) may issue a press release describing
the transaction if and when the Property is actually conveyed, provided that any such press release issued by either party must
be approved in advance by the other party. Additional confidentiality restrictions may be set forth in a separate confidentiality
agreement between Seller and Purchaser (provided such restrictions are consistent with this Agreement).


 


(c)          If
this Agreement is terminated (other than due to a Seller default), Purchaser shall, within seven (7) days from the date of such
termination, return or cause to be returned to Seller all Deliveries and, if requested by Seller and upon reimbursement of Purchaser’s
actual costs therefor, deliver to Seller copies of all third party reports, together with such reliance letters and/or assignments
as Seller may reasonably request. The provisions of this Section 3.3 shall survive the termination of this Agreement.


 




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Article
4

CLOSING


 


4.1           Time
and Place. The consummation of the transaction as contemplated hereby shall be held at the office of Escrow Agent on January
15, 2014 via escrow funds and fully executed documents where neither the Purchaser nor the Seller nor either party’s attorneys
are required to be present. At Closing, Seller and Purchaser shall perform the obligations set forth in, respectively, Section 4.2
and Section 4.3. The Closing may be held at such other place or such earlier time and date as Seller and Purchaser
shall mutually approve in writing. The date on which the Closing is scheduled to occur hereunder (or, if earlier, the date on which
Closing occurs) is sometimes referred to herein as the “Closing Date”. The parties will endeavor to “pre-close”
on the business day prior to the Closing Date, so as to allow the wire transfers of the Purchase Price to occur prior to 1:00 p.m.
(Eastern time) on the Closing Date.


 


4.2           Seller’s
Obligations at Closing. At Closing, Seller shall:


 


(a)          deliver
to Purchaser a duly executed limited or special warranty deed in the form attached hereto as Schedule 4.2(a) and by this
reference made a part hereof, conveying the Real Property to Purchaser subject to the Permitted Exceptions (the “Deed”);


 


(b)          deliver
to Purchaser two counterparts of a bill of sale and assignment and assumption of leases and service contracts, in the form attached
hereto as Schedule 4.2(b) and by this reference made a part hereof (the “Bill of Sale and Assignment”),
duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property
to Purchaser pursuant to the terms of the Bill of Sale and Assignment, and (ii) Seller shall assign to Purchaser, and Purchaser
shall assume from and after the date of Closing, Seller’s interest in and to the Leases and Designated Service Contracts,
as amended or supplemented pursuant to this Agreement, pursuant to the terms of the Bill of Sale and Assignment;


 


(c)          join
with Purchaser to execute a notice (the “Tenant Notice”) in the form of Schedule 4.2(c) attached hereto,
which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the
assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security
deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth
in the notice;


 


(d)          deliver
to Purchaser a certificate (“Seller’s Closing Certificate”), dated as of the date of Closing and duly
executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that the representations and warranties of Seller
contained in Section 5.1 of this Agreement are true and correct in all material respects
as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty
which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change). The inclusion of
any change or exception in such certificate shall not prejudice Purchaser’s rights under this Agreement with respect to the
subject matter of such change or exception. The Seller’s Closing Certificate shall include an updated Rent Roll dated no
earlier than two (2) business days prior to the Closing Date as to which Seller shall make the same representations and warranties,
as of the date of such Rent Roll, as Seller makes under Section 5.1(d) with respect to the Rent Roll attached hereto;


 




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(e)          deliver
to Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents
on behalf of Seller;


 


(f)          deliver
to Purchaser an affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal
Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act;


 


(g)          deliver
to the Title Company a title insurance affidavit, if required by the Title Company, duly executed by Seller or a representative
of Seller, in form and content reasonably satisfactory to Seller and the Title Company in order to allow the Title Company to remove
the standard exceptions from the Title Policy at Closing;


 


(h)          deliver
to Purchaser at the place of Closing or at the Property the original Leases together with such leasing and property files and records
which are material in connection with the continued operation, leasing and maintenance of the Property, all to the extent not previously
delivered;


 


(i)          deliver
to Purchaser possession and occupancy of the Property, subject only to the Permitted Exceptions;


 


(j)          deliver
a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably
requested by the Title Company or required to consummate the transaction contemplated by this Agreement; provided, however, that
in no event shall Seller be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents,
or undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to do so in its sole
discretion;


 


(k)          if
the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn from the
Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying the Property pursuant to the legal
description drawn from the Survey, which legal description shall be subject to Seller’s approval, which approval shall not
be unreasonably withheld;


 


(l)          deliver
to Purchaser all keys, combinations to locks, existing surveys, blueprints, drawings, permits, licenses, plans and specifications
for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession;


 


(m)          deliver
to Escrow Agent such certificate or affidavit, if any, as is required under applicable provisions of South Carolina law and regulation,
to assure Escrow Agent and Purchaser that South Carolina sales tax withholding is not required.


 




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4.3           Purchaser’s
Obligations at Closing. At Closing, Purchaser shall:


 


(a)          deliver
to Escrow Agent the full amount of the Purchase Price, minus the amount of the Earnest Money, if Purchaser elects to apply the
Earnest Money to the Purchase Price in accordance with Section 1.6(a) hereof, and as increased or decreased by prorations and adjustments
as herein provided, prior to 2:00 p.m. (Eastern time) on the Closing Date, in immediately available federal funds wire transferred
to Escrow Agent’s Account;


 


(b)          join
Seller in execution of all counterparts of the Bill of Sale and Assignment and the Tenant Notice. In connection with the Tenant
Notice, Purchaser shall deliver to each and every tenant of the Property under a Lease thereof a signed statement acknowledging
Purchaser’s receipt and responsibility for each tenant’s security deposit (to the extent credited or delivered by Seller
to Purchaser at Closing), if any, all in compliance with and to the extent required by the applicable law. The provisions of this
sub-section shall survive Closing;


 


(c)          deliver
to Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents
on behalf of Purchaser;


 


(d)          deliver
to Seller a certificate dated as of the date of Closing and duly executed by Purchaser, (i) reaffirming the provisions of
Article 9 and confirming that such provisions remain and will continue in full force and effect as of and after the Closing, and
(ii) stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement are true
and correct in all material respects as of the date of Closing; and


 


(e)          deliver
a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably
requested by the Title Company or required to consummate the transaction contemplated by this Agreement, provided, however, that
in no event shall Purchaser be required to indemnify Seller or Title Company or undertake any other material liability not expressly
contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion.


 


4.4           Credits
and Prorations.


 


(a)          All
income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the
day prior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that,
except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden
of expenses for the day preceding the Closing Date and the Purchaser shall have the benefit of income and the burden of expenses
for the Closing Date and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time.
A post-closing “true-up” shall take place within ninety (90) days of the Closing Date (or such later date as the actual
expenses are determined and known to the parties) to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and
within a reasonable time to adjust the proration of said item (2), if necessary. Such prorated items shall include, without limitation,
the following:


 




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(1)         rents,
if any, based on the amount collected for the current month. The term “rents” as used in this Agreement includes all
payments due and payable by, or received from, tenants under the Leases other than refundable deposits, application fees,
reimbursement payments, late charges, pet and cleaning charges and termination payments (which deposits shall be treated as set
forth in Section 4.4(b)(1);


 


(2)         ad
valorem taxes and assessments levied against the Property (including personal
property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section
4.4(b)(2) hereof;


 


(3)         payments
or amounts due under the Designated Service Contracts.


 


(4)         gas,
electricity, water and other utility charges for which Seller is
liable, if any, such charges to be apportioned at Closing
on the basis of the most recent meter reading occurring prior
to Closing or the most recent utility bill received by Seller, as applicable, including, without limitation, water charges
not yet due and payable to such utility provider at Closing, but which amounts are customarily billed directly to Seller and reimbursed
by tenants; and


 


(5)         any
other operating expenses or other items pertaining to the Property
which are customarily prorated between a purchaser and a seller
in comparable commercial transactions in the area in which the Property is
located.


 


(b)          Notwithstanding
anything contained in the foregoing provisions:


 


(1)         At
Closing, (A) Seller shall credit to Purchaser the amount of such unforfeited resident deposits as shown
on the rent roll, pet and other deposits, and (B) Purchaser shall credit to the account
of Seller all refundable cash or other deposits posted with
utility companies serving the Property (which are transferred to Purchaser), or, at
either party’s option, Purchaser shall contract directly with the utility companies and Seller shall
be entitled to receive and retain such refundable cash and
deposits; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted. For
the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits
which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage
or otherwise in accordance with the applicable Lease.


 


(2)         Any
ad valorem taxes for the current year paid at or prior to Closing
shall be prorated based upon the amounts actually paid for the current
tax year. If all taxes and assessments for the current tax year
have not been paid before Closing, then Seller shall be charged
at Closing an amount equal to that portion of such taxes
and assessments which relates to the period before Closing and
Purchaser shall pay the taxes and assessments prior to their
becoming delinquent. Any such apportionment made with respect to
a tax year for which the tax rate or assessed valuation,
or both, have not yet been fixed shall be based upon
the tax rate and/or assessed valuation last fixed. To the
extent that the actual taxes and assessments for the current
tax year differ from the amount apportioned at Closing, the parties
shall make all necessary adjustments by appropriate payments between
themselves following Closing promptly following the availability of the final tax bills. For avoidance of doubt,
any refunds generated from appeal of ad valorem taxes for year(s) prior to the current year shall remain the property of Seller
and paid to Seller by Purchaser, if and to the extent received by Purchaser.


 




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(3)         Gas,
electricity, water and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant directly to
a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges which are unpaid
and Purchaser shall look solely to the responsible tenant for the payment of the same.


 


(4)         If
Seller shall have paid any gas, electricity, water or other utility charges referred to in Section 4.4(a)(4) above directly to
a third party which are reimbursable by tenants, but shall not have been reimbursed therefor by the time of Closing, then Purchaser
shall retain all such reimbursement payments received by Purchaser after Closing and shall deliver the same to Seller at the post-Closing
“true-up” contemplated by Section 4.4(a).


 


(5)         As
to gas, electricity and other utility charges referred to in Section 4.4(a)(4) above, seller may on notice to Purchaser elect to
pay one or more of all such items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent
Seller so elects and the utility company agrees to look solely to Seller for payment of any such item accrued prior to the Closing
Date, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item with respect to the period prior
to Closing directly in such case shall survive the Closing.


 


(6)         Seller
shall pay in full all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant
to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly
when due.


 


(7)         The
Tangible Personal Property is included in this sale, without further charge.


 


(8)         Unpaid
and delinquent rent collected by Seller and Purchaser after the
date of Closing shall be delivered as follows: (a) if Seller
collects any unpaid or delinquent rent for the Property, Seller
shall, within fifteen (15) days after the receipt thereof, deliver
to Purchaser any such rent which Purchaser is entitled to
hereunder relating to the date of Closing and any period
thereafter, and (b) if Purchaser collects any unpaid or delinquent
rent from the Property, Purchaser shall retain all such payments for the period from
and after Closing and any excess sums owed to Seller for the period prior to Closing, and shall deliver to Seller
any such rent which Seller is entitled to hereunder relating
to the period prior to the date of Closing. Seller and
Purchaser agree that all rent received by Seller or Purchaser
after the Closing shall be applied first to current rentals
and then to delinquent rentals, if any, in inverse order of maturity.
Purchaser will make a good faith effort after Closing to
collect all rents in the usual course of Purchaser’s operation
of the Property, but Purchaser will not be obligated to institute
any lawsuit or other collection procedures to collect delinquent
rents. Notwithstanding the foregoing, Seller shall have the sole right to collect rents, if any, which are unpaid or delinquent
as of Closing, from tenants who are no longer in occupancy as of the Closing (and Purchaser shall promptly deliver any such rents
to Seller if received by Purchaser after Closing).


 




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(9)         The
provisions of this Section 4.4(b) shall survive Closing.


 


4.5           Closing
Costs. Seller shall pay (a) the fees of any counsel representing it in connection with this transaction, (b) the cost of
the Survey provided by Seller (but not the cost of any update or revision to the Survey), (c) the base premium for the Title Policy
in the amount of the Purchase Price and the simultaneous issue charge for any lender’s policy, (d) the costs of curing all
title objections for which Seller is responsible under this Agreement, (e) the costs of recording all mortgage cancellations and
(f) one-half (1/2) of any escrow fees charged by the Escrow Agent (up to a maximum of $500.00). Purchaser shall pay (A) the fees
of any counsel representing Purchaser in connection with this transaction, (B) the fees for recording the Deed, (C) the premiums
for any title insurance endorsements or title insurance coverage in excess of the Purchase Price, as requested by Purchaser or
Purchaser’s lender, (D) the cost of Purchaser’s inspections of the Property, (E) the cost of any updates or revisions
to the Survey, including updates or revisions necessary to comply with the requirements of Purchaser or Purchaser’s lender,
(F) one-half (1/2) of any escrow fees charged by the Escrow Agent (up to a maximum of $500.00), and (G) all applicable transfer
taxes, documentary stamp taxes and similar charges relating to transfer of the Property. All other costs and expenses incident
to this transaction and the closing thereof shall be paid by the party incurring same.


 


4.6           Conditions
Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject
to the fulfillment on or before the date of Closing (or such earlier time as otherwise required hereby) of all of the following
conditions, any or all of which may be waived by Purchaser in its sole discretion:


 


(a)          Seller
shall have delivered to Purchaser or Escrow Agent (as applicable) all of the material items required to be delivered to Purchaser
by Seller or Seller’s agents pursuant to the terms of this Agreement, including but not limited to, those provided for in
Section 4.2.


 


(b)          All
of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects
as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser) or cured
within the applicable cure period.


 


(c)          Seller
shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and
observed by Seller as of the date of Closing or cured within the applicable cure period.


 




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(d)          All
other conditions precedent to Purchaser’s obligation to consummate the transaction hereunder (if any) which are expressly
set forth in this Agreement shall have been satisfied on or before the date of Closing.


 


(e)          The
Title Company is ready, willing and able to issue the Title Policy.


 


In the event any of
the foregoing conditions has not been satisfied by the Closing Date, Purchaser shall have the right to terminate this Agreement
by written notice given to Seller on the Closing Date, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser
and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein
to survive the termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied
due to a default by Seller hereunder, then Purchaser’s rights, remedies and obligations shall instead be determined in accordance
with Article 6.


 


4.7           Conditions
Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to
the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller
in its sole discretion:


 


(a)          Seller
shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.


 


(b)          Purchaser
shall have delivered to Seller or Escrow Agent (as applicable) all of the material items required to be delivered to Seller by
Purchaser or Purchaser’s agents pursuant to the terms of this Agreement, including but not limited to, those provided for
in Section 4.3 or cured within the applicable cure period.


 


(c)          All
of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects
as of the date of Closing (with appropriate modifications permitted under this Agreement) or cured within the applicable cure period.


 


(d)          Purchaser
shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and
observed by Purchaser as of the date of Closing not cured within the applicable cure period.


 


(e)          All
other conditions precedent to Seller’s obligation to consummate the transaction hereunder (if any) which are expressly set
forth in this Agreement shall have been satisfied on or before the date of Closing.


 


In the event any of
the foregoing conditions has not been satisfied by the Closing Date, Seller shall have the right to terminate this Agreement by
written notice given to Purchaser on the Closing Date, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser
and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein
to survive a termination of this Agreement; provided, however, if any of the foregoing conditions has not been satisfied due to
a default by Purchaser hereunder, then Seller’s rights, remedies and obligations shall instead be determined in accordance
with Article 6.


 




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4.8           Seller’s
Tax Deferred Exchange. Seller may convey the Property as part of a tax deferred exchange for the benefit of Seller pursuant
to Section 1031 of the Internal Revenue Code. With respect thereto, Seller may assign all of Seller’s contract rights and
obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance of,
such tax deferred exchange. Purchaser agrees to assist and cooperate in such exchange for the benefit of Seller at no cost, expense
or liability to Purchaser and without reduction or alteration of the rights of Purchaser under this Agreement and with respect
to Seller; and Purchaser further agrees to execute any and all documents (subject to the reasonable approval of Purchaser’s
legal counsel) as are reasonably necessary in connection with such exchange at Seller’s sole expense provided that Purchaser
shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the
Closing Date. As part of such exchange, Seller shall convey the Property directly to Purchaser and Purchaser shall not be obligated
to acquire or convey any other property as part of such exchange. Seller shall indemnify, hold harmless and defend Purchaser from
and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable
attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may
be incurred by Purchaser and arising out of Purchaser’s participation in such exchange for the benefit of Seller, which obligation
shall survive the Closing. Notwithstanding the foregoing, should Seller fail to effect a tax deferred exchange as contemplated
in this Section 4.8 for any reason, then the sale by Seller of the Property shall be consummated
in accordance with terms and conditions of this Agreement just as though the provisions of this Section 4.8
had been omitted from this Agreement, except that Purchaser shall be reimbursed and indemnified from resulting costs and
expenses as provided in this Section. Nothing contained in this Section 4.8 shall release
Seller of any of its obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything
contained in this Section 4.8 impose any liability or obligation on Purchaser with respect to
the tax consequences of this transaction to Seller.


 


4.9           Purchaser’s
Tax Deferred Exchange. Purchaser may acquire any the Property as part of a tax deferred exchange for the benefit of Purchaser
pursuant to Section 1031 of the Internal Revenue Code. With respect thereto, Purchaser may assign all of Purchaser’s contract
rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance
of, such tax deferred exchange. Seller agrees to assist and cooperate in such exchange for the benefit of Purchaser at no cost,
expense or liability to Seller and without reduction or alteration of the rights of Seller under this Agreement and with respect
to Purchaser; and Seller further agrees to execute any and all documents (subject to the reasonable approval of Seller’s
legal counsel) as are reasonably necessary in connection with such exchange at Purchaser’s sole expense provided that Seller
shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the
Closing Date. As part of such exchange, Seller shall convey the Property directly to Purchaser and Seller shall not be obligated
to acquire or convey any other property as part of such exchange. Purchaser shall indemnify, hold harmless and defend Seller from
and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable
attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may
be incurred by Seller and arising out of Seller’s participation in such exchange for the benefit of Purchaser. Notwithstanding
the foregoing, should Purchaser fail to effect a tax deferred exchange as contemplated in this Section 4.9 for any reason,
then the purchase by Purchaser of the Property shall be consummated in accordance with terms and conditions of this Agreement just
as though the provisions of this Section 4.9 had been omitted from this Agreement, except that Seller shall be reimbursed
and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 4.9 shall
release Purchaser of any of its obligations or liabilities under this Agreement, whether arising before, at or after Closing, nor
shall anything contained in this Section 4.9 impose any liability or obligation on Seller with respect to the tax consequences
of this transaction to Purchaser.


 




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Article
5

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


5.1           Representations
and Warranties of Seller. The Seller makes the following representations and warranties to Purchaser as of the Effective
Date and as of Closing. Such representations and warranties are subject to the Permitted Exceptions.


 


(a)          Organization
and Authority. The Seller has been duly organized and is validly existing and in good standing under the laws of the State
of Delaware and is duly qualified to transact business in the State where the Property is located. Seller has the full right and
authority to enter into this Agreement and to transfer the Property pursuant hereto and to consummate or cause to be consummated
the transactions contemplated herein. The person signing this Agreement on behalf of Seller is authorized to do so. Neither the
execution and delivery of this Agreement nor any other documents executed and delivered, or to be executed and delivered, by Seller
in connection with the transactions described herein, will violate any provision of Seller’s organizational documents or
of any agreements, regulations, or laws to or by which Seller is bound. This Agreement has been, and each document to be executed
and delivered by Seller at Closing shall have been as of Closing, duly authorized, executed and delivered by Seller, is a valid
and binding obligation of Seller and is enforceable against Seller in accordance with its terms subject to (i) applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the
exercise of judicial discretion in accordance with general principles of equity.


 


(b)          Consents.
Seller has obtained all consents and permissions (if any) related to the transactions herein contemplated and required under any
covenant, agreement, encumbrance, law or regulation by which Seller or the Property is bound.


 


(c)          Pending
Actions. Except as set forth on Schedule 5.1, Seller has not received written notice of any action, suit, arbitration,
administrative or judicial proceeding, or unsatisfied order or judgment against Seller which pertains directly to the Property
or the transaction contemplated by this Agreement, which in either case, if adversely determined, would have a material adverse
effect on the use, operation, or the value of the Property.


 




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(d)          Leases
and Rent Roll. Seller is the lessor or landlord under the Leases. The Rent Roll attached as Schedule 1.1(e) is, and
each rent roll hereafter delivered by Seller to Purchaser shall be the rent roll maintained by Seller and relied on by Seller for
internal administration and accounting purposes. Notwithstanding anything to the contrary contained in this Agreement, Seller does
not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will
have performed their obligations thereunder. The termination of any Lease prior to Closing by reason of the tenant’s default
or for any other reason not constituting a default by Seller under this Agreement or the Leases shall not affect the obligations
of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or
give rise to any other claim on the part of Purchaser.


 


(e)          Condemnation.
Seller has not received written notice of any pending condemnation proceedings relating to the Property.


 


(f)          Insurance.
Seller has not received prior to the Effective Date any written notice from Seller’s current insurance carrier of any defects
or inadequacies in or on the Property or any part or component thereof that would materially and adversely affect the insurability
of the Property or cause any material increase in the premiums for insurance for the Property, that have not been cured or repaired.


 


(g)          Environmental
Matters. (i) Seller has received no written notice from any governmental authority asserting any violation of Environmental
Laws related to the Property which has not been cured or corrected as of the Effective Date, and (ii) other than the environmental
reports previously delivered to Purchaser, Seller has not commissioned any study relating to the presence or absence of Hazardous
Materials on the Property. The term “Environmental Laws” includes without limitation the Resource Conservation
and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act and other federal laws governing
the environment as in effect on the date of this Agreement together with their implementing regulations as of the date of this
Agreement applicable to the Property, and all applicable state, regional, county, municipal and other local laws, regulations and
ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate hazardous or toxic substances
and materials. The term “Hazardous Materials” includes petroleum (including crude oil or any fraction thereof)
and any substance, material, waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Laws,
in any case at levels or concentrations requiring monitoring, reporting, remediation or removal in accordance with Environmental
Laws.


 


(h)          Service
Contracts. There are no material service, supply, equipment rental or similar agreements (each a “Service Contract”
and collectively “Service Contracts”) to which Seller is a party affecting the Property other than those set
forth in Schedule 5.1(h) and to the extent the same are in Seller’s possession, those Service Contracts which have
been delivered by Seller to Purchaser are true, correct and complete in all material respects and include any material amendments
or modifications thereto. To Seller’s knowledge, Seller is not in default with respect to its obligations or liabilities
under any of the Service Contracts where the failure to cure such default would have a Material Adverse Effect. “Material
Adverse Effect” means, with respect to any fact or circumstance, that such fact or circumstance would individually or
in the aggregate have a material adverse effect on title to the Property or any portion thereof, on Seller’s ability to consummate
the transaction contemplated herein, or on the value or operation of the Property.


 




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(i)          Employees.
Seller has no employees which Purchaser shall be obligated to employ following the Closing.


 


(j)          Operating
Statements. The operating statements for the Property delivered to Purchaser are the operating statements maintained by Seller
and relied on by Seller for internal administration and accounting purposes; provided, however, that Seller does
not and will not represent or warrant that Purchaser will be able to, or should be able to, operate the Property according to and
with similar results as shown in such operating statements.


 


(k)          ERISA.
Seller is not (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), (ii) a “governmental plan” under Section 3(32) of ERISA, (iii)
any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying assets include “plan
assets” by reason of the application of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).


 


(l)          Patriot
Act and Related Matters. Seller hereby represents, warrants, covenants and agrees, as of the date hereof and as of the Closing
Date, as follows:


 


(A)         Seller
has been in compliance in all material respects for the last five years and will continue to be in compliance in all material respects
through the Closing Date with (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311
et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18
U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International
Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994),
the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control
Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations,
or orders of similar import.


 


(B)         None
of the Seller Parties (as defined below) is now or shall be at any time until the Closing Date be a person who has been listed
on (a) the Specially Designated Nationals and Blocked Persons List contained in Appendix A to 31 C.F.R., Subtitle B, Part
V; (b) the Denied Persons List, the Entity List, and the Unverified Parties List maintained by the United States Department
of Commerce; (c) the List of Terrorists and List of Debarred Parties maintained by the United States Department of State;
and (d) any other similar list maintained by any federal or state agency or pursuant to any Executive Order of the President
of the United States of America. “Seller Parties” means, collectively, (A) Seller, (B) its executive
officers, directors, managers, agents and employees, (C) its shareholders, members, partners, and other investors, or any other
person that owns or controls Seller, and (D) any entity on whose behalf Seller acts.


 




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(m)          Compliance
with Law/Notice of Violations or Defects. Seller has not received written notice from any governmental authority that the Property
is not in material compliance with any applicable laws, ordinances and regulations.


 


5.2           Knowledge
Defined. References to the “knowledge” of Seller shall refer only to the actual knowledge, without investigation
or inquiry, on the Effective Date of the Designated Representatives (as hereinafter defined) of Seller, and shall not be construed,
by imputation or otherwise, to refer to the knowledge of any property manager or broker, or to any other officer, agent, manager,
representative or employee of Seller or any affiliate of Seller, or to impose upon such Designated Representatives any duty to
investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated
Representatives” shall refer to the following persons: (i) Thomas H. Flournoy and (ii) Jack Lee, Seller’s
regional property manager. In no event shall Purchaser have any personal claim against the above-named individuals as a result
of the reference thereto in this Section 5.2 and Purchaser waives and releases all such claims which Purchaser now has or
may later acquire against them in connection with the transactions contemplated in this Agreement.


 


5.3           Survival
of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1,
as updated by Seller’s Closing Certificate, shall survive Closing for a period of nine (9) months after Closing. Except with
respect to fraudulent misrepresentation for which the Agreement is terminated under Section 6.2, in which event Section 6.2 shall
apply, no claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question
results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless
the valid claims for all such breaches collectively aggregate Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more, in
which event the full amount of such valid claims shall be actionable, up to but not exceeding the amount of the Cap (as defined
below), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser
to Seller prior to the expiration of said nine (9) month period and an action shall have been commenced by Purchaser against Seller
within eleven (11) months after Closing. In the event of any breach by Seller of its representations and warranties contained herein
which Purchaser first discovers after Closing and provides timely notice as aforesaid, Seller shall indemnify and hold Purchaser
harmless from and against any and all loss, damage, cost or expense resulting therefrom up to but not exceeding the Cap. Seller
shall not be liable to Purchaser to the extent Purchaser’s claim is satisfied from any insurance policy, Service Contract
or Lease. As used herein, the term “Cap” shall mean the total aggregate amount equal to Three Hundred Thousand
and No/100 Dollars ($300,000.00). In no event shall Seller’s aggregate liability to Purchaser for any and all breaches of
any representation or warranty of Seller in this Agreement or Seller’s Closing Certificate exceed the amount of the Cap,
and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap.


 


5.4           Covenants
of Seller. Seller hereby covenants with Purchaser, from
the Effective Date until the Closing or earlier termination of this Agreement, as follows:


 


(a)          Operation
of Property. Seller shall operate and maintain the Property in a manner generally consistent with the manner in which Seller
has operated and maintained the Property prior to the date hereof.


 




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(b)          Execution
of New Leases and Renewals. Seller shall use reasonable efforts to negotiate new leases for unrented apartment units in the
Improvements and/or Lease renewals for rented apartment units in the Improvements and shall maintain an advertising and marketing
program for apartment units in the Improvements consistent with Seller’s past practices at the Property. Except for amendments
or leases entered into pursuant to renewal notices mailed prior to the execution of this Agreement, unless Purchaser agrees otherwise
in writing, any new leases or renewals of existing leases for such apartment units entered into by Seller after the Effective Date
until the Closing or earlier termination of this Agreement shall be on Seller’s standard apartment lease form for the Property,
and shall be for terms of no less than three (3) months and no more than fifteen (15) months. In all cases, Seller shall retain
the discretion to set rent rates, concessions and other terms of occupancy, provided Seller shall only enter into new leases or
renewals in the ordinary course of business taking into account Seller’s then current good faith evaluation of market conditions.
Each such new lease or renewal entered into by Seller shall constitute a “Lease” for purposes of this Agreement.


 


(c)          Maintenance
of Insurance. Seller shall keep the Improvements insured against loss or damage (including rental loss) by fire and all risks
covered by the Seller’s insurance that is currently in force, provided that Seller may make adjustments in Seller’s
insurance coverage for the Property which are consistent with Seller’s general insurance program for Seller’s other
apartment properties as in effect from time to time.


 


(d)          Enforcement
of Existing Leases. Seller shall perform the landlord’s material obligations to the tenants under the Leases and enforce
the material obligations of the tenants under the Leases, in each case in accordance with the current management standards of Seller
for its apartment properties. At or prior to Closing, Seller shall pay all outstanding finder’s fees resulting from the Leases,
if any.


 


(e)          Preparation
of Vacant Units for Lease. Seller shall place apartment units that are now vacant or that become vacant into rent-ready condition
on or before the Closing Date in accordance with Seller’s current management standards for its apartment properties as though
no sale of the Property were contemplated or, at Seller’s option, provide Purchaser a credit at Closing equal to Eight Hundred
and No/100 Dollars ($800.00) per unit for the apartment units that are not in rent-ready condition on the Closing Date; provided,
however, that with respect to apartment units vacated during the five (5)-day period ending on the Closing Date, Seller
shall have no obligation either to put such units into rent-ready condition or to give Purchaser a credit for the cost of doing
so. Rent ready as used herein shall refer to rentable condition and equipped with appliances installed in good working condition,
maintenance shall be performed, all walls shall be painted as necessary and all carpet shall be professionally steam cleaned or
replaced in accordance with Seller’s current management standards.


 


(f)          Removal
and Replacement of Tangible Personal Property.  Seller shall not remove any Tangible Personal Property except as
may be required for necessary repair or replacement (which repair and replacement shall be of equal quality and quantity as existed
as of the time of the removal), or otherwise in accordance with current inventory and management standards of Seller for its apartment
properties, provided that any appliances, leasing office furniture, pool furniture, fitness center equipment, or other similar
items of equipment so removed by Seller are promptly replaced by Seller, at its cost, with items of comparable value and utility.


 




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(g)          Execution
of New Contracts. Seller shall not, without Purchaser’s prior written consent in each instance (which consent may be
withheld in Purchaser’s sole discretion), materially amend or terminate any of the Designated Service Contracts, or enter
into any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing, except
that (i) Seller may enter into, amend or enforce (including enforcement by termination) Service Contracts in the ordinary
course of business as reasonably necessary for the continued operation and maintenance of the Property, provided any new Service
Contracts are terminable without cause or penalty on no more than thirty (30) days’ notice, and (ii) Seller may conduct
leasing activity as provided in Section 5.4(b) hereof.


 


(h)          Maintenance
of Permits. Seller shall make commercially reasonable efforts to maintain in existence all licenses, permits and approvals
that are now in existence with respect to, and are required for, the ownership, operation or improvement of the Property, and are
of a continuing nature.


 


(i)          Management
Contracts. As of Closing any property management contract pertaining to the Property shall have been terminated.


 


5.5           Representations
and Warranties of Purchaser. Purchaser hereby makes the following representations and warranties to Seller as of the Effective
Date:


 


(a)          Organization
and Authority. Purchaser has been duly organized and is validly existing as a limited partnership under the laws of the
State of Delaware. Purchaser has the full right and authority to enter into this Agreement and to purchase the Property pursuant
hereto and to consummate or cause to be consummated the transactions contemplated herein. The person signing this Agreement on
behalf of Purchaser is authorized to do so. Neither the execution and delivery of this Agreement nor any other documents executed
and delivered, or to be executed and delivered, by Purchaser in connection with the transactions described herein, will violate
any provision of Purchaser’s organizational documents or of any agreements, regulations, or laws to or by which Purchaser
is bound. This Agreement has been duly authorized, executed and delivered by Purchaser, is a valid and binding obligation
of Purchaser and is enforceable against Purchaser in accordance with its terms subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the
exercise of judicial discretion in accordance with general principles of equity.


 


(b)          Consents.
Purchaser has obtained all consents and permissions (if any) related to the transactions herein contemplated and required under
any covenant, agreement, encumbrance, law or regulation by which Purchaser is bound.


 


(c)          Pending
Actions. To Purchaser’s knowledge, there is no action, suit, arbitration, administrative or judicial administrative proceeding,
or unsatisfied order or judgment pending or threatened against Purchaser or the transaction contemplated by this Agreement, which,
if adversely determined, could individually or in the aggregate have a material adverse effect on Purchaser’s ability to
consummate the transaction contemplated herein.


 




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(d)          Financial
Status. Purchaser is solvent, has not made a general assignment for the benefit of its creditors, and has not admitted in writing
its inability to pay its debts as they become due, nor has Purchaser filed, nor does it contemplate the filing of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or any other proceeding for the relief of debtors in general,
nor has any such proceeding been instituted by or against Purchaser, nor is any such proceeding to Purchaser’s knowledge
threatened or contemplated. The purchase of the Property will not render Purchaser insolvent.


 


(e)          ERISA.
Purchaser is not (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), (ii) a “governmental plan” under Section 3(32) of ERISA,
(iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying assets include “plan
assets” by reason of the application of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).


 


(f)          Patriot
Act and Related Matters. Purchaser hereby represents, warrants, covenants and agrees, as of the date hereof and as of the Closing
Date, as follows:


 


(A)         Purchaser
is familiar with the source of funds for the purchase price of the Property and represents that all such funds are and will be
derived from legitimate business activities within the United States of America and/or from loans from a banking or financial institution
chartered or organized within the United States of America. To the extent Seller is required to obtain such information in order
to comply with applicable law, regulation or official government request, and to the extent providing such information does not
violate applicable law, regulation or official government request, Purchaser agrees to provide to Seller such documents, certifications
or other evidence as may be reasonably requested from time to time by Seller, confirming the source of funds for the Purchase Price
(and that such funds derived from legitimate business activities).


 


(B)         Purchaser
has been in compliance in all material respects for the last five years and will continue to be in compliance in all material respects
through the Closing Date with (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311
et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18
U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International
Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994),
the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control
Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations,
or orders of similar import.


 




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(C)         None
of the Purchaser Parties (as defined below) is now or shall be at any time until the Closing Date be a person who has been listed
on (a) the Specially Designated Nationals and Blocked Persons List contained in Appendix A to 31 C.F.R., Subtitle B, Part
V; (b) the Denied Persons List, the Entity List, and the Unverified Parties List maintained by the United States Department
of Commerce; (c) the List of Terrorists and List of Debarred Parties maintained by the United States Department of State;
and (d) any other similar list maintained by any federal or state agency or pursuant to any Executive Order of the President
of the United States of America. “Purchaser Parties” means, collectively, (A) Purchaser, (B) its executive
officers, directors, managers, agents and employees, (C) its shareholders, members, partners, and other investors, or any other
person that directly owns or controls Purchaser, and (D) any entity on whose behalf Purchaser acts.


 


5.6           Survival
of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser set forth in Section 5.5
shall survive Closing for a period of one (1) year after Closing provided, however, that Purchaser’s representations
in Section 5.5(f) shall survive for the applicable statute of limitations.


 


5.7           Covenants
of Purchaser.


 


(a)          Purchaser
hereby covenants with Seller that, prior to Closing, Purchaser shall upon Seller’s request furnish to Seller copies of any
reports received by Purchaser in connection with any inspection of the Property for the presence of Hazardous Materials (as defined
in Section 5.1(g) hereof), Mold or any Mold Condition (as defined below). EXCEPT FOR CLAIMS BASED ON A BREACH BY SELLER OF
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.1(g), PURCHASER IRREVOCABLY WAIVES ANY CLAIM AGAINST SELLER ARISING
FROM THE PRESENCE OF HAZARDOUS MATERIALS OR MOLD OR ANY MOLD CONDITION ON THE PROPERTY OR THE BREACH OF ENVIRONMENTAL LAWS WITH
RESPECT TO THE PROPERTY. Prior to Closing, Purchaser shall also upon Seller’s request furnish to Seller copies of any other
non-proprietary or confidential reports received by Purchaser relating to any other inspections of the Property conducted on Purchaser’s
behalf, if any. Any such reports furnished to Seller shall be furnished at Seller’s risk and without representation or warranty,
express or implied, of any kind whatsoever. “Mold” means mold, mildew, fungus or other potentially dangerous
organisms. “Mold Condition” means the presence or suspected presence of Mold or any condition(s) that reasonably
can be expected to give rise to or indicate the presence of Mold, including observed or suspected instances of water damage or
intrusion, the presence of wet or damp wood, cellulose wallboard, floor coverings or other materials, inappropriate climate control,
discoloration of walls, ceilings or floors, complaints of respiratory ailment or eye irritation by residents, employees or any
other occupants or invitees in the Property, or any notice from a governmental agency of complaints regarding the indoor air quality
at the Property.


 




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(b)          “Designated
Service Contracts” means (i) those certain Service Contracts which are assignable in accordance with their terms
(without consent or in which Seller has obtained any required consent to transfer) which Purchaser identifies by written notice
delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at
Closing, (ii) those assignable Service Contracts regarding which Purchaser has failed to deliver such written notice on or before
the Inspection Date, and (iii) those Service Contracts (the “Must Take Service Contracts”) attached hereto as
Schedule 5.7(b) which are assignable in accordance with their terms (without consent or in which Seller has obtained any
required consent to transfer) and which may not be terminated without cause or penalty, with thirty (30) days (or less) written
notice. Purchaser hereby covenants with Seller that on or before the Inspection Date, Purchaser shall deliver written notice to
Seller instructing which of the assignable Service Contracts Purchaser desires for Seller to assign to Purchaser and which it does
not. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have chosen to have all assignable Service
Contracts assigned to Purchaser, and all such Service Contracts shall be deemed part of the “Designated Service Contracts.”
If Purchaser charges any vendor approval fees that would otherwise be payable by a service provider in connection with the assignment
of any Service Contracts (such as Compliance Depot charges), Purchaser agrees to waive and release such fees. At Closing, Seller
will cause the Service Contracts which Purchaser has elected not to have assigned to Purchaser (other than the Must Take Service
Contracts), by operation of the aforesaid notice on or before the Inspection Date, to be terminated at Seller’s expense,
such termination to be effective within the time period provided for in the applicable Service Contract (or if no such time period
is provided, as promptly as practicable after the Closing Date). The provisions of this Section 5.7(b) shall survive Closing.


 


5.8           Special
Provisions Concerning Condominium Conversion.


 


(a)          If
Purchaser or any affiliate of Purchaser shall elect to conduct a program of sales of condominium units within the Property, or
otherwise to convert all or any part of a Property to the condominium form of ownership at any time during the ten (10) year period
[when was co. issued] following issuance of the certificate of occupancy for the Property, such party shall provide Seller
with copies of the proposed condominium documentation in advance of submission to any governmental agency with jurisdiction over
such sales program, or in advance of any recordation of any such documentation in the real property records. The proposed condominium
documentation shall reflect a “Developer” or “Declarant” (or similar party) other than Seller
or any affiliate of Seller and, except as may otherwise be required by law, shall contain no terms or provisions therein which
would permit a proposed unit purchaser to learn that Seller or any affiliate of Seller was involved in or connected with the Property
or the proposed condominium in any manner.


 


(b)          Purchaser
agrees that, at all times from and after Closing, it will indemnify, hold harmless and defend Seller and its affiliates, and their
respective officers, partners, members, directors, employees and agents (herein collectively called the “Indemnified Parties”)
from and against any and all liabilities, damages, losses, costs and expenses (including attorneys’ fees and expenses), which
any of the Indemnified Parties may suffer, incur or be obligated to perform as a result of Purchaser’s, or any of its affiliates’,
and only Purchaser or one of its affiliates, converting the form of ownership of all or any part of the Property to a condominium
form of ownership and/or selling residential condominium units within the Property (hereinafter collectively called the “Condo
Claims”), other than those relating to a breach of Seller’s representations or warranties set forth in this Agreement
or the closing documents. The foregoing indemnity with respect to the Condo Claims shall be in effect regardless of whether the
Condo Claims result from actions of condominium unit owners, condominium unit purchasers or condominium or property owners’
association and regardless of whether such Condo Claims relate to the construction of the Property or any other matter, nature
or thing, whatsoever. In the event Purchaser receives notice or otherwise becomes aware (while having an ownership interest in
the Property) of a claim by any unit owner, unit purchasers, or condominium or property owner’s association and/or any other
person or entity, whether such claim relates to the construction of the Property or any other matter, nature or thing, whatsoever,
Purchaser agrees to take any and all actions which are reasonably necessary to prevent any claims from being brought against any
of the Indemnified Parties.


 




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(c)          Prior
to Closing, Purchaser shall not undertake or commence any sales or marketing activities regarding the conversion of all or any
part of the Property to a condominium form of ownership or the marketing or sale of condominium units therein, including, without
limitation, the submittal or recordation of any documentation regarding the conversion of the Property to a condominium form of
ownership or the marketing or sale of condominium units therein. Additionally, and not by way of limitation, prior to Closing,
neither Purchaser nor any affiliate of Purchaser, nor any of their respective partners, members, officers, directors, shareholders,
agents or representatives, shall communicate any information about or concerning the future or potential conversion of all or any
part of the Property to a condominium form of ownership, or the sale or marketing of any condominium units therein, to any existing
or potential tenant or occupant of Seller or the Property. Notwithstanding the foregoing provisions or anything contained in this
Agreement to the contrary, Purchaser shall be permitted to inspect or review any or all records of any federal, state or local
governmental authority, and shall be permitted to make such inquiries of and obtain such documentation and information related
to the Property from any federal, state or local governmental authorities to be able to confirm the compliance and the condition
of the Property with respect to all governmental requirements and Purchaser’s ability to convert the Property to condominium
use; provided, however, that this Section 5.8 does not permit the disclosure of any information concerning the potential conversion
of the Property to a condominium form of ownership to any tenant or occupant of the Property or potential purchasers of condominium
units prior to Closing.


 


(d)          This
Section 5.8 shall survive the termination, cancellation, rescission or consummation of this Agreement.


 


Article
6

DEFAULT


 


6.1           Default
by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser’s default
hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive
the Earnest Money as liquidated damages for the breach of this Agreement and not as a penalty, it being agreed between the parties
hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Earnest
Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or
in equity. Seller’s right to receive the Earnest Money is intended not as a penalty, but as full liquidated damages. The
right to receive the Earnest Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default
hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue Purchaser:
(a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in
excess of the Earnest Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sue Seller
or seek or claim a refund of the Earnest Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s
actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This
Section 6.1 is subject to Section 6.4 hereof.


 




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6.2           Default
by Seller. If the sale of the Property as contemplated hereunder is not consummated due to Seller’s default hereunder,
then Purchaser shall be entitled, as its sole remedy for such default, either (a) to receive the return of the Earnest Money and
reimburse Purchaser expenses not to exceed Fifty Thousand and No/100 Dollars ($50,000.00), which return shall operate to terminate
this Agreement and release Seller from any and all liability hereunder, or (b) to seek specific performance of Seller’s
obligation under this Agreement. Purchaser expressly waives and releases its rights to seek damages in the event of Seller’s
default hereunder; provided, however, that if Seller’s default constitutes an Intentional Seller Default (as hereinafter
defined) and Purchaser makes the election described in clause (a) above, then Purchaser shall also have the right to sue Seller
for money damages, in an amount equal to the lesser of (i) Two Hundred Fifty Thousand and No/100 ($250,000) Dollars in the aggregate,
or (ii) the amount of all direct, third-party out-of-pocket costs and expenses actually incurred by Purchaser in connection
with this Agreement and the inspection, acquisition and financing of said Property (“Third-Party Costs”). In
no event shall Seller be liable for consequential, speculative, remote or punitive damages, or any other damages other than Third-Party
Costs, and Purchaser hereby waives and releases any right to seek or collect any such consequential, speculative, remote or punitive
damages, or any damages other than Third-Party Costs (such Third-Party Costs to be limited in all cases as provided above). Purchaser
shall be deemed to have elected to terminate this Agreement and receive back the Earnest Money if Purchaser fails to file suit
for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located,
on or before sixty (60) days following the date upon which Closing was to have occurred. “Intentional Seller Default”
means any one or more of the following: (a) fraudulent or knowing misrepresentation, (b) criminal conduct (i.e. conduct
that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the
Effective Date that is intended to result in, and does result in, Purchaser’s inability to consummate the transaction contemplated
in this Agreement for a reason other than Purchaser’s default or the failure of any condition to Closing to be satisfied.


 


6.3           Notice
of Default; Opportunity to Cure. Neither Seller nor Purchaser shall be deemed to be in default hereunder until and unless
such party has been given written notice of its failure to comply with the terms hereof and thereafter does not cure such failure
within two (2) business days after receipt of such notice; provided, however, that (i) this Section 6.3 shall not be applicable
to Purchaser’s failure to deliver the Earnest Money or any portion thereof on the date(s) required hereunder, and (H) there
shall be only one (1) cure period (two (2) business days) allocable to any event of a default (or series of simultaneous defaults)
hereunder. By way of example and for the avoidance of doubt, and for the purposes of this Section 6.3 only, notwithstanding the
provisions of Section 11.6 hereunder, in the event that (a) Purchaser defaults by failing consummate the transaction contemplated
by this Agreement (by failing to deliver the Purchase Price, failing to satisfy any obligation required to be satisfied by Purchaser
pursuant to Section 4.3 hereof or otherwise failing to perform (as required by this Agreement)) prior to 5:00P.M. (Eastern time)
on January 15, 2014, and (b) Seller delivers notice of such event of default to Purchaser by confirmed facsimile (with a copy of
such notice deposited with an overnight courier for next business day delivery) prior to 11:59 P.M. on January 15, 2014, Seller
shall be obligated to consummate the transaction contemplated by this Agreement prior to 5:00 P.M. (Eastern time) on January 17,
2014, and Purchaser shall not be entitled to any further cure period pursuant to this Section 6.3, any other provision of this
Agreement or otherwise.


 




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6.4           Recoverable
Damages. Notwithstanding Sections 6.1 and 6.2 hereof,
in no event shall the provisions of Sections 6.1 and 6.2 limit
(i) either Purchaser’s or Seller’s obligation to indemnify the other party, or the damages recoverable by the
indemnified party against the indemnifying party due to, a party’s express obligation to indemnify the other party in accordance
with Sections 3.1, 4.8, 4.9, or 8.1(b) of this Agreement, or (ii) either party’s obligation to pay costs, fees
or expenses under Section 4.5 hereof, or the damages recoverable by either party against the other party due to a party’s
failure to pay such costs. In addition, if this Agreement terminates for any reason, other than a default by Seller hereunder for
which Purchaser has elected to pursue the remedy of specific performance, and Purchaser or any party related to or affiliated with
Purchaser asserts any claim or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible,
and marketable title to the Property, then Seller shall have all rights and remedies available at law or in equity with respect
to such assertion by Purchaser and any loss, damage or other consequence suffered by Seller as a result of such assertion.


 


Article
7

RISK OF LOSS


 


7.1           Damage.
In the event of “damage” to the Property or any portion thereof, which is “major” (as such terms are hereinafter
defined) then Seller shall promptly notify Purchaser thereof. In the event of such major damage, Purchaser may elect to proceed
with the Closing (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice
thereof to Seller within ten (10) business days after Purchaser’s receipt of Seller’s notice respecting the damage.
If, within ten (10) business days of receipt of Seller’s notice respecting such major damage, Purchaser delivers written
notice of termination of this Agreement to Seller, this Agreement shall terminate, all Earnest Money shall be returned to Purchaser
and, except for obligations of the parties which survive termination of this Agreement, the parties shall have no further obligations
hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this
Agreement as a result of the damage and in such event, Seller shall assign to Purchaser at Closing all insurance proceeds or condemnation
awards payable as a result of such damage and pay any non-insured portions and any insurance deductible due under Seller’s
insurance policy(ies). If the damage is not major, Seller shall assign to Purchaser at Closing all insurance proceeds or condemnation
awards payable as a result of such damage and pay any insurance deductible due under Seller’s insurance policy(ies). In the
event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the
insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or give Purchaser a credit at Closing
in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property
to substantially the same condition as immediately before such casualty), such amount to be determined by an architect or other
appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned
or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that
portion of such proceeds attributable to periods after Closing.


 




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7.2           Definition
of Major Damage. For purposes of Section 7.1:


 


(a)          “damage”
means (i) physical damage to or destruction of all or part of the Real Property by reason of fire, earthquake, tornado, flood or
other casualty occurring after the Effective Date or (ii) the physical taking of all or part of the Real Property by condemnation
or by conveyance in lieu of condemnation occurring after the Effective Date; and


 


(b)          “major”
damage refers to the following: (i) damage such that the cost of repairing or restoring the premises in question to a condition
substantially similar to that of the premises in question prior to the event of damage would in the opinion of an architect selected
by Seller licensed in South Carolina and reasonably approved by Purchaser, be equal to or greater than Five Hundred Thousand and
No/100 Dollars ($500,000.00), or (ii) (iii) any damage due to a condemnation or conveyance in lieu of condemnation which permanently
and materially impairs the current use or value of a Property or access to such Property from public roads or the number or utility
of parking spaces. If Purchaser does not give notice to Seller of Purchaser’s reasons for disapproving an architect within
five (5) business days after receipt of notice of the proposed architect, then Purchaser shall be deemed to have approved the architect
selected by Seller.


 


7.3           Seller’s
Insurance. If necessary or appropriate for Purchaser to evaluate its options or enforce its rights under this Article 7
following any damage to the Property, Seller shall promptly provide to Purchaser on request a copy of Seller’s property insurance
policies (or other applicable insurance policies) with respect to the Property.


 


Article
8

COMMISSIONS


 


8.1           Broker’s
Commission.


 


(a)          The
parties acknowledge that Engler Realty Group (“Broker”) has been retained by and represents Seller as broker
in connection with the subject transaction, and is to be compensated for its services by Seller. Seller agrees that Seller shall
pay to Broker upon, but only upon, final consummation of the transaction contemplated herein, a brokerage commission pursuant to
a separate written agreement between Seller and Broker.


 


(b)          Purchaser
and Seller each hereby represents and warrants to the other that it has not disclosed this Agreement or the subject matter hereof
to, and has not otherwise dealt with, any real estate broker, agent or salesman (other than Broker) so as to create any legal right
or claim in any such broker, agent or salesman (other than Broker) for a real estate commission or similar fee or compensation
with respect to the negotiation and/or consummation of this Agreement or the conveyance of the Property by Seller to Purchaser.
Purchaser and Seller shall indemnify, hold harmless and defend each other from and against any and claims and demands for a real
estate brokerage commission or similar fee or compensation arising out of any claimed dealings with the indemnifying party and
relating to this Agreement or the purchase and sale of the Property (including reasonable attorneys’ fees and expenses and
court costs incurred in defending any such claim or in enforcing this indemnity).


 




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8.2           Survival.
This Article 8 shall survive the rescission, cancellation, termination
or consummation of this Agreement.


 


Article
9

DISCLAIMERS AND WAIVERS


 


9.1           No
Reliance on Documents.   EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT
HEREOF OR IN THE CLOSING DOCUMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
Purchaser acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with
the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials,
data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Without limiting
the generality of the foregoing, Purchaser acknowledges and agrees that (a) any environmental or other report with respect to the
Property which is delivered by Seller to Purchaser shall be for general informational purposes only, (b) Purchaser shall not have
any right to rely on any such report delivered by Seller to Purchaser, but rather will rely on its own inspections and investigations
of the Property and any reports commissioned by Purchaser with respect thereto, and (c) neither Seller, any affiliate of Seller
nor the person or entity which prepared any such report delivered by Seller to Purchaser shall have any liability to Purchaser
for any inaccuracy in or omission from any such report.


 




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9.2           Disclaimers.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, PURCHASER
UNDERSTANDS AND AGREES THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS
AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER’S LIMITED OR SPECIAL WARRANTY
OF TITLE TO BE SET FORTH IN THE DEED AND OTHER CLOSING DOCUMENTS), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH
APPLICABLE LAWS, THE ABSENCE OR PRESENCE OF HAZARDOUS MATERIALS OR OTHER TOXIC SUBSTANCES (INCLUDING WITHOUT LIMITATION MOLD OR
ANY MOLD CONDITION), COMPLIANCE WITH ENVIRONMENTAL LAWS OR ACCESS LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS
OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY.
PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY
“AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES,
GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY,
WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER
OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS.


 


PURCHASER REPRESENTS
TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS OR TOXIC
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY (INCLUDING WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION), OR WITH RESPECT TO ACCESS
LAWS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES
WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.
UPON CLOSING, EXCEPT FOR BREACHES OF SELLER’S REPRESENTATIONS, WARRANTIES OR COVENANTS IN THIS AGREEMENT WHICH SURVIVE CLOSING
OR IN THE CLOSING DOCUMENTS, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, DESIGN, CONSTRUCTION
DEFECTS, ADVERSE PHYSICAL OR ENVIRONMENTAL CONDITIONS, OR NONCOMPLIANCE WITH ACCESS LAWS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S
AND ITS PARTNERS’ RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT OR UNDER ANY ENVIRONMENTAL LAW), LOSSES, DAMAGES, LIABILITIES, FINES,
PENALTIES (WHETHER BASED ON STRICT LIABILITY OR OTHERWISE), COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS)
OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S
AND ITS PARTNERS’ RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING
OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL LAWS OR ACCESS LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING
THE PROPERTY. THE FOREGOING SHALL NOT BE INTERPRETED TO WAIVE ANY CLAIM OF PURCHASER WITH RESPECT TO ANY BREACH BY SELLER OF ANY
EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT THAT EXPRESSLY SURVIVE CLOSING OR IN THE CLOSING DOCUMENTS.


 




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PURCHASER AGREES
THAT SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS (INCLUDING
WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION) ON OR RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SELLER SHALL
HAVE NO LIABILITY TO PURCHASER TO PERFORM OR PAY FOR SUCH INVESTIGATION, CLEAN-UP, REMOVAL OR REMEDIATION, AND PURCHASER EXPRESSLY
WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY, PURCHASER FURTHER AGREES THAT SHOULD ANY INVESTIGATION OR CURATIVE ACTION ON OR
RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING UNDER ANY ACCESS LAWS, SELLER SHALL HAVE NO LIABILITY TO PURCHASER
TO PERFROM OR PAY FOR SUCH INVESTIGATION OR CURATIVE ACTION AND PURCHASER EXPRESSLY WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY,
THE FOREGOING SHALL NOT BE INTERPRETED TO WAIVE ANY BREACH BY SELLER OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN SECTIONS THAT EXPRESSLY SURVIVE CLOSING PURSUANT TO SECTION 5.3.


 


PURCHASER REPRESENTS
AND WARRANTS THAT THE TERMS OF THE RELEASE CONTAINED HEREIN AND ITS CONSEQUENCES HAVE BEEN COMPLETELY READ AND UNDERSTOOD BY PURCHASER,
AND PURCHASER HAS HAD THE OPPORTUNITY TO CONSULT WITH, AND HAS CONSULTED WITH, LEGAL COUNSEL OF PURCHASER’S CHOICE WITH REGARD
TO THE TERMS OF THIS RELEASE. PURCHASER ACKNOWLEDGES AND WARRANTS THAT PURCHASER’S EXECUTION OF THIS RELEASE IS FREE AND
VOLUNTARY.


 




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9.3           Certain
Definitions. The term “Access Laws” means the Americans With Disabilities Act, the Fair Housing Act,
the Rehabilitation Act and other federal laws and all applicable state, regional, county, municipal and other local laws, regulations
and ordinances governing access to handicapped or disabled persons or the construction or design of residential dwelling units,
places of public accommodation, or common areas which are at or on the Property.


 


9.4           Effect
and Survival of Disclaimers. Seller and Purchaser acknowledge that the provisions
of this ARTICLE 9 are an integral part of the transactions contemplated
in this Agreement and a material inducement to Seller to enter into
this Agreement and that Seller would not enter into this Agreement but for the provisions of this ARTICLE 9. Seller
and Purchaser agree that the provisions of this ARTICLE 9 shall
survive Closing or any termination of this Agreement.


 


Article
10

ESCROW AGENT


 


10.1         Investment
of Earnest Money. Escrow Agent shall invest the Earnest Money pursuant
to Purchaser’s directions in an interest bearing account at a commercial bank whose deposits are insured by the Federal Deposit
Insurance Corporation. Escrow Agent shall notify Seller, no later than one (1) business day after Escrow Agent’s receipt
thereof, that Escrow Agent has received the Earnest Money in immediately available funds, and is holding the same in accordance
with the terms of this Agreement. However, Escrow Agent shall invest the Earnest Money
only in such accounts as will allow Escrow Agent to disburse
the Earnest Money upon no more than one (1) business day’s notice.


 


10.2         Intentionally
Omitted.


 


10.3         Payment
on Demand. Upon receipt of any written certification from Seller or
Purchaser claiming the Earnest Money pursuant to the provisions of this
Agreement, Escrow Agent shall promptly forward a copy thereof to
the other such party (i.e., Purchaser or Seller, whichever did
not claim the Earnest Money pursuant to such notice) and, unless
such other party within ten (10) days thereafter notifies Escrow
Agent of any objection to such requested disbursement of the Earnest
Money in which case Escrow Agent shall retain the Earnest Money subject to Section 10.5 below, Escrow Agent shall
disburse the Earnest Money to the party demanding the same and shall thereupon
be released and discharged from any further duty or obligation
hereunder.


 


10.4         Exculpation
of Escrow Agent. It is agreed that the duties of Escrow Agent
are herein specifically provided and are purely ministerial in nature,
and that Escrow Agent shall incur no liability whatsoever except
for its misconduct or negligence, so long as Escrow Agent
is acting in good faith. Seller and Purchaser do each hereby
release Escrow Agent from any liability for any error of
judgment or for any act done or omitted to be done
by Escrow Agent in the good faith performance of its duties
hereunder and do each hereby indemnify Escrow Agent against, and
agree to hold, save, and defend Escrow Agent harmless from,
any costs, liabilities, and expenses incurred by Escrow Agent in
serving as Escrow Agent hereunder and in faithfully discharging
its duties and obligations hereunder.


 




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10.5         Stakeholder.
Escrow Agent is acting as a stakeholder only with respect
to the Earnest Money. If there is any dispute as to whether
Escrow Agent is obligated to deliver the Earnest Money or as to
whom the Earnest Money is to be delivered, Escrow Agent may refuse
to make any delivery and may continue to hold the Earnest Money until receipt
by Escrow Agent of an authorization in writing, signed by
Seller and Purchaser, directing the disposition of the Earnest Money, or, in
the absence of such written authorization, until final determination
of the rights of the parties in an appropriate judicial proceeding.
If such written authorization is not given, or a proceeding
for such determination is not begun, within thirty (30) days
of notice to Escrow Agent of such dispute, Escrow Agent may
bring an appropriate action or proceeding for leave to deposit
the Earnest Money in a court of competent jurisdiction located in the Atlanta
metropolitan area pending such determination. Escrow Agent shall be reimbursed
for all costs and expenses of such action or proceeding,
including, without limitation, reasonable attorneys’ fees and disbursements,
by the party determined not to be entitled to the Earnest
Money. Upon making delivery of the Earnest Money in any of the
manners herein provided, Escrow Agent shall have no further liability
or obligation hereunder.


 


10.6         Interest.
All interest and other income earned on the Earnest Money
deposited with Escrow Agent hereunder shall be reported for income
tax purposes as earnings of Purchaser. Purchaser’s taxpayer identification
number is 30-0734476.


 


10.7         Execution
by Escrow Agent. Escrow Agent has executed this Agreement solely for
the purpose of acknowledging and agreeing to the provisions of
this ARTICLE 10. Escrow Agent’s consent to any modification or amendment
of this Agreement other than this ARTICLE 10 shall not be
required.


 


Article
11

MISCELLANEOUS


 


11.1         Intentionally
Deleted.


 


11.2         Intentionally
Deleted.


 


11.3         Assignment.
Purchaser may not assign its rights under this Agreement without first obtaining Seller’s written approval, which approval
may be given or withheld in Seller’s sole discretion. Any transfer, directly or indirectly, of any stock, partnership interest
or other ownership interest in Purchaser in excess of 49% without Seller’s written approval, which approval shall not be
unreasonably withheld, delayed or conditioned, shall constitute a default by Purchaser under this Agreement, provided, however,
(i) Purchaser may assign this Agreement to a Permitted Affiliate without Seller’s consent, (ii) Seller or Purchaser may assign
its rights under this Agreement to a reputable exchange accommodation to facilitate a tax deferred exchange pursuant to Sections
4.8 and 4.9 hereof, and (iii) Seller may assign this Agreement for tax planning or other purposes as described in Section 2.6.
For purposes hereof, the term “Permitted Affiliate” means an entity that controls, is controlled or managed
by, or is under common control with Purchaser and/or those persons controlling and/or managing Purchaser and is solvent at the
time of assignment and at the time of Closing, is not rendered insolvent by such assignment, and has sufficient assets to consummate
the transaction contemplated herein. No transfer or assignment by Purchaser shall release or relieve Purchaser of its obligations hereunder.


 




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11.4         Notices.
Any notice, request or other communication (a “notice”)
required or permitted to be given hereunder shall be in writing
and shall be delivered by email, hand or overnight courier
(such as United Parcel Service or Federal Express), sent by facsimile (provided
a copy of such notice is deposited with an overnight courier for next business day delivery) or mailed by
United States registered or certified mail, return receipt requested,
postage prepaid and addressed to each party at its address
as set forth below or electronically by email addressed to the parties as provided below. Any
such notice shall be considered given on the date of such
hand or courier delivery, confirmed facsimile transmission or email transmission if received on
a business day (provided a copy of such notice is deposited with an overnight courier for next business day delivery), deposit
with such overnight courier for next business day delivery, or
deposit in the United States mail, but the time period (if any
is provided herein) in which to respond to such notice shall
commence on the date of hand or overnight courier delivery
or on the date received following deposit in the United States
mail as provided above. Rejection or other refusal to accept
or inability to deliver because of changed address of which
no notice was given shall be deemed to be receipt of
the notice. By giving at least five (5) days’ prior
written notice thereof, any party may from time to time and
at any time change its mailing address hereunder. Any notice
of any party may be given by such party’s counsel.


 


The parties’
respective addresses for notice purposes are as follows. Telephone
numbers and email addresses are given for convenience of reference only.
Notice by telephone or email shall not be effective.


 


If to Seller:


 


Flournoy Development
Company, LLC


900 Brookstone Centre
Parkway


Columbus, Georgia 31904


Attention: Thomas H.
Flournoy


Phone: 706/243-9406


Fax: 706/596-2492


Email: tom.flournoy@flournoydev.com


 


with a
copy to:


 


Burr & Forman LLP


171 17th Street NW


Suite 1100


Atlanta, Georgia 30363


Attention: Rick Fishman,
Esq.


Telephone: 404/685-4307


Facsimile: 404/817-3244


Email: rfishman@burr.com


 




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If to Purchaser:


 


Trade Street Operating
Partnership LP


19950 W. Country
Club Drive


Suite 800


Aventura, Florida
33180


Attn: Greg Baumann


Telephone No.
786/248-6050


Facsimile No.
786/248-3679


Email: gbaumann@trade-street.com


 


with a
copy to: 


 


Greenspoon Marder, P.A.


100 W. Cypress
Creek Road


Suite 700


Fort Lauderdale,
Florida 33309


Attn: Barry E.
Somerstein, Esq.


Telephone No.
954/527/2405


Facsimile No.
954/333-4005


Email: barry.somerstein@gmlaw.com


 


If to Escrow
Agent:


 


Calloway Title and Escrow,
LLC


Attention: S. Marcus
Calloway


4170 Ashford-Dunwoody
Road


Suite 285


Atlanta, Georgia 30319


Telephone No.
770/698-7969


Facsimile No.
770/698-7999


Email: marcus@titlelaw.com


 


11.5         Modifications.
This Agreement cannot be changed orally, and no agreement shall
be effective to waive, change, modify or discharge it in
whole or in part unless such agreement is in writing and
is signed by the parties against whom enforcement of any
waiver, change, modification or discharge is sought. Signatures inscribed on the
signature pages of this Agreement or any formal amendment which are transmitted by telecopy or email transmission (e.g., PDF files)
shall be valid and effective to bind the party so signing.  Each party agrees to promptly deliver to the other party an executed
original of this Agreement or any such formal amendment with its actual signature, but a failure to do so shall not affect the
enforceability of this Agreement or any such formal amendment, it being expressly agreed that each party to this Agreement or any
formal amendment shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed signature
of the other party to this Agreement or any formal amendment.


 




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11.6         Calculation
of Time Periods. Unless otherwise specified, in computing any period of
time described in this Agreement, the day of the act or
event after which the designated period of time begins to
run is not to be included and the last day of the
period so computed is to be included, unless such last day
is a Saturday, Sunday or legal holiday under the laws of
the State in which the Property is located, in which event
the period shall run until the end of the next day
which is neither a Saturday, Sunday or legal holiday. The
final day of any such period shall be deemed to end
at 5:00 p.m., Eastern time.


 


11.7         Successors
and Assigns. Subject to Section 11.3 hereof, the terms
and provisions of this Agreement are to apply to and bind
the permitted successors and assigns of the parties hereto.


 


11.8         Entire
Agreement. This Agreement, including the Schedules, contain the entire agreement
between the parties pertaining to the subject matter hereof and
fully supersede all prior written or oral agreements and understandings
between the parties pertaining to such subject matter.


 


11.9         Further
Assurances. Each party agrees that it will without further consideration
execute and deliver such other documents and take such other
action, whether prior or subsequent to Closing, as may be
reasonably requested by the other party to consummate more effectively
the purposes or subject matter of this Agreement. Without limiting
the generality of the foregoing, Purchaser shall, if requested by
Seller, execute acknowledgments of receipt with respect to any
materials delivered by Seller to Purchaser with respect to the
Property. The provisions of this Section 11.9 shall
survive Closing.


 


11.10         Counterparts.
This Agreement may be executed in identical counterparts, and all
such executed counterparts shall constitute the same agreement. It
shall be necessary to account for only one such counterpart
in proving this Agreement.


 


11.11         Severability.
If any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid or unenforceable, the remainder
of this Agreement shall nonetheless remain in full force and
effect.


 


11.12         Applicable
Law. This Agreement is performable in the state in which the
Property is located and shall in all respects be governed
by, and construed in accordance with, the substantive federal laws
of the United States and the laws of such state. Seller
and Purchaser hereby irrevocably submit to the jurisdiction of any
state or federal court sitting in the state and judicial district in
which the Property is located in any action or proceeding
arising out of or relating to this Agreement and hereby irrevocably
agree that all claims in respect of such action or proceeding
shall be heard and determined in a state or federal court
sitting in the state and judicial district in which the Property is
located. Purchaser and Seller agree that the provisions of this
Section 11.12 shall survive the Closing of the transaction contemplated
by this Agreement.


 


11.13         No
Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing
are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no
third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at
Closing.


 


11.14         Intentionally
Deleted.


 




    	38



    	 



    

 


11.15         Seller’s
Access to Records after Closing. Purchaser shall reasonably cooperate with Seller
for a period of three (3) years after Closing to make available Purchaser’s
employees and Property records in Purchaser’s possession, as Seller may reasonably request, in case of Seller’s
need in response to any legal requirement, tax audit, tax
return preparation, securities law filing, or litigation threatened or brought
against Seller, by allowing Seller and its agents or representatives
access, upon reasonable advance notice (which notice shall identify
the nature of the information sought by Seller), at all reasonable
times to examine and make copies of any and all instruments,
files and records which predate the Closing; provided, however, that nothing contained in this Section shall
require Purchaser to retain any files or records for any particular period of time. This Section 11.15
 shall survive Closing.


 


11.16         Schedules.
The following schedules attached hereto shall be deemed to be
an integral part of this Agreement:


 


Schedule 1.1
(a) - Legal Description of the Land


Schedule 1.1
(d) - Inventory of Tangible Personal Property


Schedule 1.1(e)
- Rent Roll


Schedule 1.6(a)
- Earnest Money Wiring Instructions


Schedule 2.4(d)
- Permitted Exceptions


Schedule 3.1(a)
- Deliveries


Schedule 4.2(a)
- Special Warranty Deed


Schedule 4.2(b)
- Bill of Sale and Assignment 


Schedule 4.2(c)
- Tenant Notice


Schedule 4.2(d)
- Seller’s Closing Certificate


Schedule 5.1
- Seller’s Disclosure Statement


Schedule 5.l(g)
- Environmental Disclosures


Schedule 5.l(h)
- Schedule of Service Contracts


Schedule 5.7(b)
- Schedule of Must Take Service Contracts


 


11.17         Captions.
The section headings appearing in this Agreement are for convenience
of reference only and are not intended, to any extent and
for any purpose, to limit or define the text of any
section or any subsection hereof.


 


11.18         Construction.
The parties acknowledge that the parties and their counsel have
reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any schedules or
amendments hereto.


 


11.19         Termination
of Agreement. It is understood and agreed that if either Purchaser
or Seller terminates this Agreement pursuant to a right of
termination granted hereunder, such termination shall operate to relieve
Seller and Purchaser from all obligations under this Agreement,
except for such obligations as are specifically stated herein to
survive the termination of this Agreement.


 




    	39



    	 



    

 


11.20         Survival.
The provisions of the following Sections of this Agreement shall
survive Closing and shall not be merged into the execution
and delivery of the Deed: 3.1(c); 4.2(c); 4.4; 4.5; 4.8; 4.9; 5.1; 5.2; 5.3; 5.4; 5.5; 5.6; 5.7;
5.8; Article 8; Article 9; 11.9; 11.12; 11.14; 11.15; 11.20; 11.23; 11.24; 11.25; those additional provisions of Article 11
which govern the administration, interpretation or enforcement of this Agreement; and any other provisions contained herein that
by their terms survive the Closing (the “Obligations Surviving Closing”). Except for the Obligations Surviving
Closing, all representations, warranties, covenants and agreements contained in this Agreement shall be merged into the instruments
and documents executed and delivered at Closing. The Obligations Surviving Closing shall survive the Closing; provided, however,
that the representations and warranties of Seller contained in Section 5.1, as updated by Seller’s Closing Certificate,
and the representations and warranties of Purchaser contained in Section 5.5, shall survive for the period, and are subject
to the terms, set forth in Sections 5.3 and 5.6 respectively.


 


11.21         Time
of Essence. Time is of the essence with respect to this Agreement.


 


11.22         Covenant
Not to Record. Purchaser shall not record this Agreement or any memorandum or other evidence thereof (other than a lis
pendens filed contemporaneously with an action for specific performance as authorized by this Agreement). Any such recording shall
constitute a material default hereunder on the part of Purchaser.


 


11.23         Limitation
of Seller’s Liability. Purchaser shall have no recourse against any of the past, present or future, direct or indirect,
shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives
of Seller or its general partner or of any of the assets or property of any of the foregoing for the payment or collection of any
amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon
this Agreement and requiring the payment of money by Seller, other than if Seller distributes proceeds to such parties and Seller
does not have sufficient money to pay all claims owed to Purchaser, whereupon the Purchaser may pursue a claim against such parties
for such proceeds. This Section 11.23 shall survive the Closing.


 


11.24         JURY
WAIVER. IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED BY SELLER OR PURCHASER UNDER OR WITH RESPECT TO THIS AGREEMENT, SELLER
AND PURCHASER EACH WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY.


 


11.25         ATTORNEY’S
FEE. In the event of any litigation with respect to this Agreement, the prevailing party shall be entitled to recover reasonable
attorney’s fees and costs through all trial and appellate levels from the non-prevailing party.


 




[Signatures on following pages.]


 




    	40



    	 



    

 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as
of the Effective Date.


 


	 	SELLER:	 
	 	 	 
	 	THE AVENTINE GREENVILLE, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Flournoy Development Company, LLC, a Georgia limited liability company, its Manager
	 	 	 
	 	 	By:	/s/ Thomas H. Flournoy
	 	 	 	Thomas H. Flournoy, President


 


[SIGNATURES CONTINUED ON THE FOLLOWING
PAGES]


 


This is a signature page to,
and may be attached to a master counterpart of, the Purchase and Sale Agreement between The Aventine Greenville, LLC, as Seller,
and Trade Street Residential, Inc., as Purchaser, with respect to The Aventine Greenville Apartments.


 


Calloway Title and Escrow,
LLC, as Escrow Agent is a party to such Purchase and Sale Agreement for the limited purposes set forth therein.


 




    	41



    	 



    

 


	 	PURCHASER:
	 	TRADE STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership
	 	 	 
	 	By:	Trade Street OP GP, LLC, a Delaware limited liability company, its general partner
	 	 	 
	 	By: Trade Street Residential, Inc., a Maryland corporation, its sole member
	 	 	 
	 	 	By: 	/s/ David Levin
	 	 	Name: David Levin
	 	 	Title: President


 


[SIGNATURES CONTINUED ON THE FOLLOWING
PAGES]


 


This is a signature page to,
and may be attached to a master counterpart of, the Purchase and Sale Agreement between The Aventine Greenville, LLC, as Seller,
and Trade Street Operating Partnership, L.P., as Purchaser, with respect to The Aventine Greenville Apartments.


 


Calloway Title and Escrow,
LLC, as Escrow Agent is a party to such Purchase and Sale Agreement for the limited purposes set forth therein.


 




    	42



    	 



    

 


Escrow Agent has
executed this Agreement for the limited purposes set forth herein.


 


	 	ESCROW AGENT:
	 	 
	 	CALLOWAY TITLE AND ESCROW, LLC
	 	 	 
	 	By:	/s/ S. Marcus Calloway
	 	Name:  	S. Marcus Calloway 
	 	Title:	Manager


 


This is a signature page to,
and may be attached to a master counterpart of, the Purchase and Sale Agreement between The Aventine Greenville, LLC, as Seller,
and Trade Street Operating Partnership, LP, as Purchaser, with respect to The Aventine Greenville Apartments.


 


Calloway Title and Escrow,
LLC as Escrow Agent is a party to such Purchase and Sale Agreement for the limited purposes set forth therein.


 




    	 



    	 



    

 


Schedule 1.1(a)


 


ALL THAT TRACT or parcel of land lying and being in Greenville
County, South Carolina, being shown as Tract 2 containing 20.42 acres on that certain plat of survey entitled “Summary Plat
for Flournoy Development Company” prepared by Precision Land Surveying, Inc., certified by Richard B. Cook II, S.C. P.L.S.
No. 17219, dated October 17, 2008, as more particularly depicted on a plat recorded in Plat Book 1080, Page 98, in the Register
of deeds for Greenville County, South Carolina, which plat is incorporated herein by reference hereto.


 


TOGETHER WITH those easement rights as may be appurtenant arising
under that certain Reciprocal Easement Agreement by and between Verandas at the Point, LLC, a Delaware limited liability company
and The Aventine Greenville, LLC, a Delaware limited liability company, dated as of December 22, 2011, filed for record December
27, 2011 at 3:28 p.m., recorded in Book 2398, Page 5065, in the Register of Deeds for Greenville county, South Carolina.


 


ALSO TOGETHER WITH those easement rights as may be appurtenant
arising under that certain Temporary Access, Grading and Construction Easement Agreement by and between Verandes at the Point,
LLC, a Delaware limited liability company and The Aventine Greenville, LLC, a Delaware limited liability company, dated as of December
28, 2011, filed for record January 31, 2012 at 11:07 a.m., recorded in Book 2400, Page 2508, aforesaid Records.


 


ALSO TOGETHER WITH those easement rights as may be appurtenant
arising under that certain Temporary Construction Staging Easement Agreement by and between Point Development, LLC, a South Carolina
limited liability and The Aventine Greenville, LLC, a Delaware limited liability company, dated January 30, 2012, filed for record
February 9, 2012 at 12:48 p.m., recorded in Book 2400, Page 5271, aforesaid Records. 


 




    	 



    	 



    

 


Schedule 1.1(d)


 


[INVENTORY
OF Tangible Personal Property]


 




    	 



    	 



    

 


Schedule 1.1(e)


 


[RENT ROLL] 


 




    	 



    	 



    

 


Schedule 1.6(a)


 


[EARNEST MONEY WIRING INSTRUCTIONS]


 




    	 



    	 



    

 


Schedule 2.4(d)


 


[Permitted
Exceptions]


 




    	 



    	 



    

 


Schedule 3.1(a)


 


[DELIVERIES]


 




    	 



    	 



    

 


Schedule 4.2(a)


 


[Form
of LIMITED Warranty Deed] 


 




    	 



    	 



    

 


Schedule 4.2(b)


 


[form
of Bill of Sale AND ASSIGNMENT AND ASSUMPTION


OF
LEASES AND SERVICE CONTRACTS]


 




    	 



    	 



    

 


EXHIBIT
4.2(c)


 


[TENANT NOTICE]


 




    	 



    	 



    

 


Schedule 4.2(d)


 


[Form
of Seller’s Closing Certificate]


 




    	 



    	 



    

 


Schedule 5.1


 


[SELLER’S DISCLOSURE STATEMENT]



 




    	 



    	 



    

 


Schedule 5.1(f)


 


[INSURANCE]


 




    	 



    	 



    

 


Schedule 5.1(h)


 


[Schedule
of service Contracts]


 




    	 



    	 



    

 


Schedule 5.7(b)


 


[Schedule
of MUST TAKE service Contracts]