exv10w1






Exhibit 10.1




SALES CONTRACT




THIS AGREEMENT is made and entered into this day 30th of June, 2011 (the “Effective
Date”), by and between ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership
(hereinafter referred to as the “Seller”), and ROBERTS PROPERTIES, INC., a Georgia corporation
(hereinafter referred to as the “Purchaser”).



ARTICLE I — PROPERTY TO BE CONVEYED




A. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, upon the terms
and conditions hereinafter set forth, that certain parcel of land described on Exhibit B
attached hereto and by this reference incorporated herein (hereinafter referred to as the “Land”,
or the “Property”).



B. The Land consists of approximately 13.012 acres of real property and is located in Land
Lots 25 and 26 of the 17th District, Fulton County, Georgia.



ARTICLE II — PURCHASE PRICE




The purchase price (hereinafter referred to as the “Purchase Price”) for the Property shall be
Five Million Sixty Thousand and No/100 Dollars ($5,060,000.00). Subject to all prorations and
adjustments provided herein, the Purchase Price shall be paid as follows:



A. Concurrently with the full execution of this Agreement, Purchaser shall pay to First
American Title Insurance Company, Atlanta, Georgia office (the “Escrow Agent”) the sum of
Twenty-Five Thousand and No/100 Dollars ($25,000.00) (such amount together with all interest
earned thereon is hereinafter referred to as the “ Deposit”), by check subject to collection
or by wire-transfer, such amount to be deposited in an interest-bearing account with a
national bank whose deposits are insured by the FDIC. The Deposit shall be applied toward the
Purchase Price due at Closing (as hereinafter defined) if the closing contemplated herein is
consummated as herein provided, or shall otherwise be applied as elsewhere provided in this
Agreement.



B. At the Closing, Escrow Agent shall pay the Deposit to Seller to be applied against the
Purchase Price, and the balance of the Purchase Price shall be paid by Purchaser to Seller at
Closing by wire-transfer of funds immediately available to Seller.



C. (i) The Escrow Agent joins in the execution of this Agreement solely for the purpose of
acknowledging and agreeing to the provisions of this Section II C.



(ii) The duties of the Escrow Agent shall be as follows:


 


 









 





(a) During the term of this Agreement, the Escrow Agent shall hold and disburse the Deposit in
accordance with the terms and provisions of this Agreement.



(b) The Escrow Agent shall pay the Deposit in accordance with the joint written instructions
of Seller and Purchaser in any of the following events: (i) if this Agreement shall be terminated
by the mutual written agreement of Seller and Purchaser, or (ii) if the Escrow Agent shall be
unable to determine at any time to whom the Deposit should be paid, or (iii) if a dispute shall
develop between Seller and Purchaser concerning to whom the Deposit should be paid. In the event
that such written instructions shall not be received by the Escrow Agent within ten (l0) days after
the Escrow Agent has served a written request for instructions upon Seller and Purchaser, then the
Escrow Agent shall have the right to pay the Deposit into any court of competent jurisdiction and
interplead Seller and Purchaser in respect thereof, and thereupon the Escrow Agent shall be
discharged of any obligations in connection with this Agreement.



(c) Subject to Section II C (ii) (k) hereof, if costs or expenses are incurred by the Escrow
Agent in its capacity as Escrow Agent because of litigation or a dispute between the Seller and
Purchaser arising out of the holding of the Deposit in escrow, Seller and Purchaser shall each pay
the Escrow Agent one-half of such reasonable costs and expenses. Except for such costs or
expenses, no fee or charge shall be due or payable to the Escrow Agent for its services as Escrow
Agent.



(d) By joining herein, the Escrow Agent undertakes only to perform the duties and obligations
imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to
perform any of the other covenants, terms and provisions incumbent upon the Seller and the
Purchaser hereunder.



(e) Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes no
liability in connection herewith except for negligence or willful misconduct; that the Escrow Agent
shall never be responsible for the validity, correctness or genuineness of any document or notice
referred to under this Agreement; and that in the event of any dispute under this Agreement, the
Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken
by it in good faith in accordance with the opinion of its counsel.



(f) All investments by Escrow Agent will be made in the regular course of business. To be
entitled to same day investment (assuming good funds are provided), the Deposit must be received by
noon; otherwise, such funds will be deposited on the next business day. All investments shall be
subject to the rules, regulations, policies and procedures of the bank depository in which such
monies are deposited.



(g) Purchaser hereby certifies to Escrow Agent that Purchaser’s Federal tax identification
number is 58-1095325.


 


-2-









 





(h) The Deposit may be processed for collection in the normal course of business by Escrow
Agent, but immediately thereafter the Deposit shall be deposited in a
segregated escrow account and shall not be commingled with funds of others, such segregated escrow
funds being at a bank of Escrow Agent’s choosing (the “Depository”). Escrow Agent shall not be
accountable for any incidental benefit which may be attributable to the funds so deposited. Escrow
Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution
of the Depository.



(i) Escrow Agent shall not be liable for loss or damage resulting from:



(i) any good faith act or forbearance of Escrow Agent;



(ii) any default, error, action or omission of any party, other than Escrow Agent;



(iii) any defect in the title to any property;



(iv) the expiration of any time limit or other delay which is not solely caused by the
failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such
time limit is not disclosed in writing to the Escrow Agent;



(v) the lack of authenticity of any writing delivered to Escrow Agent or of any signature
thereto, or the lack of authority of the signatory to sign such writing;



(vi) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal
process issued out of any court;



(vii) Escrow Agent’s assertion or failure to assert any cause of action or defense in any
judicial or administrative proceedings; or



(viii) any loss or damage which arises after the Deposit has been disbursed in accordance
with the terms of this Agreement.



(j) Escrow Agent shall be fully indemnified by the parties hereto for all of its expenses,
costs, and reasonable attorney’s fees incurred in connection with any interpleader action which
Escrow Agent may file to resolve any dispute as to the Deposit, or which may be filed against the
Escrow Agent. Such costs, expenses or attorney’s fees may be deducted from the Deposit.



(k) If Escrow Agent is made a party to any judicial, non-judicial or administrative action,
hearing or process based on acts of any of the other parties hereto and not on the malfeasance
and/or negligence of Escrow Agent in performing its duties hereunder, the expenses, costs and
reasonable attorney’s fees incurred by Escrow Agent in responding to such action, hearing or
process may be deducted from the funds held hereunder and the party/parties whose alleged acts are
a basis for such proceedings shall indemnify, save and hold Escrow Agent harmless from said
expenses, costs and fees so incurred.


 


-3-









 





ARTICLE III — TITLE AND SURVEY




A. Upon full execution of this Agreement, Seller agrees to provide Purchaser with copy of the
Seller’s survey of the Property dated May 29, 2001, last revised June 25, 2001, prepared by
Rochester & Associates, Inc.. Within thirty (30) days after the Effective Date, Seller will
provide Purchaser with a current updated survey of the Property at Seller’s expense (the “Survey").
Purchaser shall have the right to obtain any survey of the Property desired by Purchaser. The
legal description contained in the Deed (hereinafter defined in Section IV A hereof) shall be that
set forth on Exhibit B attached hereto. However, if requested by Purchaser, at Closing,
Seller shall execute a Quit-Claim Deed in favor of Purchaser which will contain a legal description
based upon the Survey.



B. Seller shall obtain within fifteen (15) days after the Effective Date and deliver to
Purchaser an owner’s title insurance commitment (the “Commitment”) from First American Title
Insurance Company, Atlanta, Georgia (the “Title Company”), together with legible copies of all
matters referred to therein as exceptions to title. Prior to forty (40) business days after the
Effective Date, Purchaser shall deliver to Seller a statement of any objections to Seller’s title
to the Property and any objections as to matters disclosed by the Survey or any other survey
obtained by Purchaser. Seller shall have until forty-five (45) business days after the Effective
Date to cure any such objections, but Seller shall have no obligation to cure any such objections.
In the event Seller fails or refuses to cure such objections on or before forty-five (45) business
days after the Effective Date, then Purchaser shall elect by written notice to Seller on or before
the fiftieth (50th) business day after the Effective Date, to either (i) terminate this
Agreement and receive a full refund of so much of the Deposit as is then held by Escrow Agent, and
thereafter this Agreement shall be null and void and of no further force or effect, and neither
Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other
by reason hereof except for the Inspection Indemnity (defined in Section XIII A below); or (ii)
waive such objections and consummate the transaction contemplated herein without reduction of the
Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as
above provided, then Purchaser shall be deemed to have waived such objections as provided in the
aforesaid item (ii). Seller shall not be obligated to cure any objections. All matters as to
which Purchaser has agreed to accept title subject to in accordance with this Section III B are
hereinafter referred to as the “Permitted Exceptions”.



C. Purchaser shall have the right to have its title examination and Survey updated until the
Closing Date (hereinafter defined), and if any such update discloses any new title exceptions or
survey matters as to which Purchaser has an objection and which were not of record as of the date
of the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters
(any such new matter being referred to as a “new objection”), Purchaser shall deliver to Seller a
statement of any such new objections and Seller shall have until the Closing Date to cure all such
new objections. In the event that Seller fails to cure such new objections on or before the
Closing Date (i) Purchaser may terminate this Agreement by written notice to Seller given on or
before the Closing Date, whereupon Purchaser shall receive a full refund of so much of the Deposit
as is then held by Escrow Agent, and thereafter this Agreement shall be null and void and of no
further force or effect, and neither Purchaser nor Seller shall have any further rights, duties,
liabilities or obligations to the other by reason hereof


 


-4-









 





except for the Inspection Indemnity, or (ii) Purchaser may cure such new objections created or
suffered by Seller and deduct the reasonable cost thereof from the Purchase Price otherwise payable
by Purchaser at Closing; or (iii) Purchaser may waive such objections and consummate the
transaction contemplated herein without reduction of the Purchase Price.




ARTICLE IV — ITEMS TO BE DELIVERED BY SELLER AT CLOSING




At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents
to be delivered at Closing as specified in this Agreement shall be prepared by Seller’s counsel
except for those specified in Section V B hereof which will be prepared by Purchaser or its
counsel.



A. Title to the Property shall be conveyed by a limited warranty deed (herein called the
“Deed”) which will (i) contain a limited warranty of title to the effect that Seller will warrant
title to the Purchaser as against any claim by any person owning, holding or claiming by, through
or under Seller, but not otherwise; and (ii) be subject to the Permitted Exceptions.



B. A Seller’s Title Affidavit (in a form customarily utilized in Atlanta, Georgia) showing
that all debts for labor and materials in respect of the Land have been paid in full.



C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the
Internal Revenue Code, Seller is not a foreign person, foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income
Tax Regulations).



D. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement
and a duly executed Transferor Identification Certificate.



E. A duly executed Affidavit of Seller’s Residence that pursuant to O.C.G.A. §48-7-128, no
withholding from the proceeds of the transaction contemplated herein is required.



F. Such evidence as is required by the Title Company to delete any and all security deeds
encumbering the Land from the Commitment to be marked at Closing.



G. Evidence acceptable to Purchaser and acceptable to the Title Company that those acting for
Seller have full authority to consummate the transaction contemplated in this Agreement.



H. A duly executed Closing Statement evidencing the prorations between Seller and Purchaser
and disbursements made in connection with this transaction.



I. A duly executed assignment of all of Seller’s right, title and interest in and to all
engineering and architectural materials and surveys relating to the Property, if any and to the
extent assignable, obtained by Seller within the twelve (12) months prior to the Effective Date.


 


-5-









 





J. Any other documents referred to or specified in this Agreement or deemed reasonably
appropriate by Purchaser’s and Seller’s counsel.



ARTICLE V — ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING




At Closing, Purchaser agrees to deliver the following items to Seller:



A. The Purchase Price as required by and in the manner specified in Section II B hereof.



B. Evidence reasonably acceptable to Seller that those acting for Purchaser have full
authority to consummate the transaction contemplated in this Agreement.



C. A duly executed Closing Statement evidencing the prorations between Seller and Purchaser
and disbursements made in connection with this transaction.



D. Any other documents referred to or specified in this Agreement or deemed reasonably
appropriate by Seller’s and Purchaser’s counsel.



ARTICLE VI — TIME AND PLACE OF CLOSING AND CLOSING COSTS




A. The consummation of the transaction contemplated herein shall take place at the offices of
Holt, Ney, Zatcoff & Wasserman, Atlanta, Georgia commencing at 10:00 A.M. on any business day
specified by Purchaser in a notice given to Seller at least three (3) days prior to the specified
business day, which business day is on or before October 31, 2011; provided, however, the foregoing
notwithstanding, Purchaser shall have the right to extend the time for consummation of the
transaction contemplated herein to a business day on or before November 30, 2011, provided that,
together with a copy of such extension notice sent to Seller by Purchaser (with a copy to Escrow
Agent), no later than October 25, 2011, Purchaser deposits with Escrow Agent a One Hundred Thousand
and No/100 Dollars ($100,000.00) additional earnest money deposit, which upon receipt by Escrow
Agent shall be invested in the same interest-bearing account as was deposited the Deposit, and
which upon receipt by Escrow Agent shall be included within the definition of and shall be a part
of the Deposit. The consummation of the transaction contemplated herein is herein referred to as
the “Closing”, and the date the Closing occurs is herein referred to as the “Closing Date”.



B. At Closing, Seller shall pay the transfer tax incident to the Deed. At Closing, Purchaser
shall pay all other closing expenses with respect to the closing of the transaction contemplated
herein, including, without limitation, the cost of any survey obtained by Purchaser, recording
fees, title examination cost and the premium incident to any title insurance policy to be issued to
Purchaser, except that Seller and Purchaser will each pay their own attorney’s fees.


 


-6-









 





C. At Closing, Purchaser shall reimburse to Seller all of Seller’s development and
constructions costs listed on Exhibit A attached hereto and made a part hereof.
Additionally, Purchaser will reimburse Seller for all future development and construction costs that are
associated with moving the contemplated multifamily development project on the Land towards
development (including the general contractor’s fee and any overhead and supervision but excluding
maintenance and carrying costs) that Seller incurs between the Effective Date and the Closing Date.



D. Possession of the Property will be delivered by Seller to Purchaser on the Closing Date.



ARTICLE VII — APPORTIONMENTS




The following items shall be apportioned at Closing and as of the Closing Date:



A. All real property taxes, including the current installment for any assessment (special,
bond, or otherwise), based on the amount of such taxes for the year during which the Closing
occurs. In the event current year’s taxes are not available at the time of Closing, such proration
shall be based upon the amount of such taxes for the previous year, and in the event there is a
difference between the current year’s taxes and the taxes for the previous year based upon which
the proration was effected, the amount of such taxes shall be reprorated immediately upon demand
being made therefor by one party upon the other. Seller shall be entitled to receive all income in
respect of the Property and shall be obligated to pay all expenses in respect of the Property for
all time periods prior to and including the day prior to the Closing Date. Purchaser shall be
entitled to receive all such income and shall be obligated to pay all such expenses for all time
periods commencing with the Closing Date. In the event that any income or any expense item
relating to the period prior to the Closing Date is received or appears after the Closing, such
item(s) shall be adjusted between the Seller and the Purchaser within ten (10) days after such is
discovered. This Section VII A shall survive the Closing of the transaction contemplated herein,
but only for a period of thirty (30) days after which all prorations and adjustments shall be final
as between Seller and Purchaser, except for the agreement to reprorate property taxes in the event
the proration at Closing is based upon the previous year’s taxes.



ARTICLE VIII — EMINENT DOMAIN




A. If, prior to the Closing Date, all, or such a material portion of the Land as would make it
difficult or impossible for Purchaser to construct its proposed development on the Land, is taken
by condemnation or eminent domain or same is pending, or Seller has been given notice of such an
intended taking, so much of the Deposit as is held by Escrow Agent shall be returned by Escrow
Agent to Purchaser, and upon such return this Agreement shall terminate and be null and void and of
no further force or effect and neither Purchaser nor Seller shall have any further rights, duties,
liabilities or obligations to the other hereunder except for the Inspection Indemnity (hereinafter
defined). If, prior to the Closing Date, there shall be any condemnation or eminent domain
proceedings instituted or pending against less than such a material portion of the Land as would
make it difficult or impossible for Purchaser to construct Purchaser’s proposed townhome
development on the Land, the Closing shall take place as provided herein without abatement of the
Purchase Price, and there shall be assigned to the Purchaser at the Closing, all
interest of the Seller in and to any condemnation awards which may be payable to the Seller on
account of such occurrence. Seller shall notify Purchaser in writing of any notice of contemplated
condemnation received by Seller prior to the Closing Date.


 


-7-









 





ARTICLE IX — PURCHASER’S CONDITION PRECEDENT




Purchaser shall not be required to purchase the Property unless the following condition
precedent has been satisfied on or before the Closing Date:



A. Seller shall satisfy all requirements of the City of Sandy Springs (the “City”), including
without limitation the matters set forth in the letter from the City to Seller dated March 1, 2011,
so that the approximately 2.082 acre stormwater detention pond located on the Property and
described as Tract Two in Exhibit B attached hereto (the “Detention Pond”) meets all of the
requirements of the City and any other governmental agency with authority over or responsibility
for the Detention Pond. If Seller fails to satisfy the condition precedent set forth in this
Section IX A on or before the Closing Date, Purchaser may elect to (i) terminate this Agreement and
receive a full refund of the Deposit from Escrow Agent, and thereafter this Agreement shall be null
and void and of no further force or effect, and neither Purchaser nor Seller shall have any further
rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection
Indemnity (defined in Section XIII A below); or (ii) waive such objections and consummate the
transaction contemplated herein without reduction of the Purchase Price.



ARTICLE X — REPRESENTATIONS AND WARRANTIES OF SELLER




Seller hereby represents and warrants to Purchaser, to the best of Seller’s knowledge, as
follows:



A. Seller has the right, power and authority to enter into this Agreement and to sell the
Property in accordance with the terms hereof, and Seller has granted no option or right of first
refusal to any person or entity to purchase the Property and has not entered into any other
contract to sell the Property; and



B. There are no parties in possession of the Property or entitled to possession thereof other
than Seller.



ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, IT IS UNDERSTOOD AND
AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER, “AS IS, WHERE IS, AND WITH ALL
FAULTS” WITH NO RIGHT OF SETOFF OR DEDUCTION TO THE PURCHASE PRICE AND WITHOUT ANY
REPRESENTATION OR WARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER HAS NOT MADE
AND IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER


 


-8-









 







WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY REGARDING THE SUITABILITY OF THE PROPERTY FOR ANY PARTICULAR
PURPOSE OR RELATING IN ANY WAY TO HAZARDOUS SUBSTANCES OR ANY ENVIRONMENTAL MATTERS, SUITABILITY
OF SOIL OR GEOLOGY, ABSENCE OF DEFECTS OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTE. PURCHASER
ACKNOWLEDGES AND REPRESENTS THAT PURCHASER IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING UPON
ANY SUCH STATEMENT, REPRESENTATION OR WARRANTY MADE BY SELLER OR BY ANY AGENT OR ANY OTHER
PERSON AND BASED SOLELY UPON PURCHASER’S OWN INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY.
PURCHASER, FOR PURCHASER AND ITS SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM AND WAIVES
ALL CLAIMS AND LIABILITY AGAINST SELLER IN CONNECTION WITH OR ARISING OUT OF ANY PHYSICAL OR
ENVIRONMENTAL CONDITION IN, AT, ABOUT OR UNDER THE PROPERTY AND FURTHER RELEASES SELLER FROM AND
WAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER ATTRIBUTABLE TO THE PHYSICAL AND ENVIRONMENTAL
CONDITION AND QUALITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE, DISCOVERY OR
REMOVAL OF ANY HAZARDOUS WASTE, HAZARDOUS OR TOXIC SUBSTANCES, AS THOSE TERMS ARE DEFINED BY THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE TOXIC SUBSTANCES
CONTROL ACT, AND THE RESOURCE CONSERVATION AND RECOVERY ACT, IN EACH CASE, AS AMENDED, AND AS
MAY BE FURTHER AMENDED FROM TIME TO TIME, OR ANY OTHER FEDERAL OR STATE LAWS OR REGULATIONS
RELATING TO ENVIRONMENTAL MATTERS IN, AT, ABOUT OR UNDER THE PROPERTY. AS BETWEEN PURCHASER AND
SELLER, PURCHASER ASSUMES RESPONSIBILITY AND LIABILITY FOR ALL OBLIGATIONS ARISING SUBSEQUENT TO
CLOSING AND ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES IN, AT, ABOUT OR UNDER THE PROPERTY, AND
AGREES TO INDEMNIFY SELLER FROM ANY LIABILITY RESULTING FROM THE PRESENCE ON, OR RELEASE FROM,
THE PROPERTY OF ANY HAZARDOUS WASTE OR HAZARDOUS OR TOXIC SUBSTANCES ARISING SUBSEQUENT TO
CLOSING AND OCCURRING DURING THE PURCHASER’S OWNERSHIP OF THE PROPERTY. ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE AGREEMENTS OF PURCHASER SET FORTH IN THIS PARAGRAPH SHALL SURVIVE
THE CLOSING AND SHALL BE ENFORCEABLE AT ANY TIME.



As used herein, the words “to the best of Seller’s knowledge” or words of similar import shall mean
and refer to the actual and not constructive knowledge, without investigation, of Charles S.
Roberts, the President of Roberts Realty Investors, Inc., the general partner of Roberts Properties
Residential, L.P., and not anything which he should have known but did not actually know.




Anything contained in this Agreement to the contrary notwithstanding, the representations and
warranties of Seller contained in this Article X shall survive the Closing for a period of six (6)
months only and shall not be merged in the Deed or in any of the other documents executed and
delivered at Closing. Purchaser must file any lawsuit respecting a violation or breach of any of
Seller’s warranties or representations contained in this Agreement within six (6) months after the
Closing Date, and in the event that Purchaser does not file such a lawsuit within six (6) months
after the Closing Date, Seller’s warranties and representations, and Purchaser’s rights in respect
thereto, shall be terminated, null and void and of no further force or effect.



 


-9-









 








ARTICLE XI — DEFAULT AND REMEDIES




A. In the event that the transaction contemplated herein is not closed and consummated because
of Purchaser’s failure or breach to perform its obligations hereunder, as Seller’s sole remedy
Escrow Agent shall pay the Deposit to Seller as Seller’s liquidated damages, and not as a penalty,
it being otherwise difficult or impossible to determine Seller’s actual damages. Seller and
Purchaser acknowledge that it is impossible to estimate the actual damages Seller would suffer from
Purchaser’s breach of this Agreement, but that the liquidated damages provided herein represent a
reasonable pre-estimate of such damages and Seller and Purchaser therefore intend to provide for
liquidated damages as herein specified, and that the agreed upon liquidated damages are not
punitive or penalties and are just, fair and reasonable, all in accordance with O.C.G.A. §13-6-7.
The foregoing sentence shall in no form or fashion affect Seller’s rights and remedies against
Purchaser in connection with the Inspection Indemnity.



B. In the event that the transaction contemplated herein is not closed and consummated because
of Seller’s failure or breach to perform its obligations hereunder, Purchaser shall have the right
only (i) to terminate this Agreement by giving notice thereof to Seller and Escrow Agent, and upon
receipt of such notice Escrow Agent shall return so much of the Deposit as is then held by Escrow
Agent to Purchaser and thereafter this Agreement shall terminate and be null and void and of no
further force or effect, and neither Seller nor Purchaser shall have any further rights, duties,
liabilities or obligations to the other hereunder, or (ii) to sue Seller for specific performance
of Seller’s obligations under this Agreement; which remedies specified in (i) and (ii) shall be in
lieu of any other rights or remedies for Purchaser, including, without limitation, any right or
claim for damages; provided, however, in the event that the remedy of specific performance is not
available to Purchaser because Seller has voluntarily conveyed or encumbered the Property after the
date of this Agreement, Purchaser shall have the right to sue Seller for the damages occasioned
thereby to Purchaser. If Purchaser consummates the transaction contemplated in this Agreement it
shall be conclusively deemed to have waived any breach by Seller of any covenant, representation or
warranty under this Agreement (but not under any of the documents executed at Closing which shall
continue in accordance with their terms) which the Purchaser knew or should have known existed
prior to the Closing.



ARTICLE XII — NOTICES




A. Whenever any notice, demand, or request is required or permitted hereunder, such notice,
demand or request shall be in writing and shall be hand-delivered in person or sent by FedEx or
similar expedited overnight delivery service, all charges prepaid, to the addresses set forth
below:


 


-10-









 




To Seller:


Roberts Properties Residential, L.P.

450 Northridge Parkway

Suite 300

Atlanta, Georgia 30350

Attention: Mr. Charles S. Roberts


With a copy to:


Sanford H. Zatcoff, Esq.

Holt Ney Zatcoff & Wasserman, LLP

100 Galleria Parkway

Suite 1800

Atlanta, Georgia 30339


To Purchaser:


Roberts Properties, Inc.

450 Northridge Parkway

Suite 302

Atlanta, Georgia 30350

Attention: Mr. Charles S. Roberts, President


With a copy to:


Scott A. Fisher, Esq.

Arnall Golden Gregory LLP

2800 One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3450


To Escrow Agent:


First American Title Insurance Company

National Commercial Services

Six Concourse Parkway

Suite 2000

Atlanta, GA 30328

Attention: Mr. Terry Wilson



Any notice, demand, or request which shall be served upon any of the parties in the manner
aforesaid shall be deemed sufficiently given for all purposes hereunder (i) at the time such
notice, demand or request is hand-delivered in person, or (ii) on the day such notice, demand or
request is deposited with FedEx or similar overnight delivery service in accordance with the
preceding portion of this Article XII. Any party hereto shall have the right from time to time



 


-11-









 








to designate by written notice to the other such other person or persons and at such other
places in the United States as Purchaser or Seller desires written notices, demands, or requests
to be delivered or sent in accordance herewith; provided, however, at no time shall either party
be required to send more than an original and two (2) copies of any such notice, demand or
request required or permitted hereunder. Notices from Seller may be executed and delivered by
Seller’s counsel.




ARTICLE XIII — ACCESS




A. Purchaser and its agents and representatives shall have the right to enter upon the
Property at any reasonable time prior to the Closing Date, for any lawful purpose, including,
without limitation, investigations, tests and studies, and survey purposes; provided, however,
Purchaser shall pay for all such work performed on the Property and shall not permit the
creation of any lien in favor of any contractor, subcontractor, materialman, mechanic, surveyor,
architect or laborer, and Purchaser hereby expressly agrees to indemnify and hold Seller
harmless with respect thereto; and provided further, however, that Purchaser hereby expressly
agrees to indemnify and hold Seller harmless against any claim, damage or injury to either
persons or property arising out of Purchaser’s or its agent’s, employees’ or representatives’
actions under this Article XIII. Prior to entering upon the Land, Purchaser shall deliver to
Seller evidence that Purchaser has in effect a broad-form public liability insurance policy
having a minimum combined single-limit coverage of $1,000,000.00, and that Purchaser has named
Seller as an additional insured, and Purchaser shall deliver to Seller a Certificate of
Insurance to the foregoing effect, naming Seller as an additional insured. The indemnification
and hold harmless provisions contained in this Article XIII are herein collectively referred to
as the “Inspection Indemnity”. This Article XIII shall survive the Closing of the transaction
contemplated herein or any other termination of this Agreement.



ARTICLE XIV — BROKERS




A. Purchaser and Seller hereby represent to each other that no real estate broker or agent
was involved in negotiating the transaction contemplated herein. In the event any claim(s) for
real estate commissions, fees or compensation arise in connection with this Agreement and the
transaction contemplated herein, the party so incurring or causing such claim(s) shall
indemnify, defend and hold harmless the other party from any loss, claim or damage which the
other party suffers because of said claim(s). This Article XIV shall survive the Closing of the
transaction contemplated herein or any termination of this Agreement.



ARTICLE XV — MISCELLANEOUS




A. This Agreement constitutes the entire agreement between the parties hereto and cannot be
changed or modified other than by a written agreement executed by both Purchaser and Seller.


 


-12-









 





B. If Seller desires, Purchaser shall cooperate with Seller in Seller’s effort to effect a
tax-free exchange of the Property for other property of like kind pursuant to Internal Revenue
Code §1031, and the regulations promulgated thereunder; provided, however, Seller shall bear all
costs and expenses associated with any such exchange.



C. Irrespective of the place of execution or performance, this Agreement shall be governed
by and construed in accordance with the laws of the State of Georgia. This Agreement shall be
construed without regard to any presumption or other rule requiring construction against the
party causing this Agreement to be drafted. If any words or phrases in this Agreement shall
have been stricken out or otherwise eliminated, whether or not any other words or phrases have
been added, this Agreement shall be construed as if the words or phrases so stricken out or
otherwise eliminated were never included in this Agreement and no implication or inference shall
be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated.
All terms and words used in this Agreement regardless of the number or gender in which they are
used, shall be deemed to include any other number and any other gender as the context may
require.



D. This Agreement may be executed in more than one counterpart, each of which shall be
deemed an original.



E. The captions of this Agreement are inserted for convenience or reference only and do not
define, describe or limit the scope or intent of this Agreement or any of the terms hereof.



F. Time is of the essence of this Agreement and each term and provision hereof. In the
event that time for performance of any matter hereunder falls on a Saturday, Sunday or legal
holiday, the time for performance shall automatically be extended to the next business day.



G. If any term, covenant or condition of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement and the application of such terms, covenants and conditions to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant and condition of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.



H. All rights, powers and privileges conferred hereunder upon the parties unless otherwise
provided shall be cumulative and not restricted to those given by law.



I. No failure of any party to exercise any power given such party hereunder or to insist
upon strict compliance by any other party to its obligations hereunder, and no custom or
practice of the parties in variance with the terms hereof, shall constitute a waiver of any
party’s right to demand exact compliance with the terms hereof.


 


-13-









 





J. Purchaser shall have the right to waive any condition or contingency herein in
Purchaser’s favor and Seller shall have the right to waive any condition or contingency herein
in Seller’s favor.



K. Anything contained in this Agreement to the contrary notwithstanding, except as
specifically set forth in this Agreement to the contrary, the terms and provisions of this
Agreement shall not survive Closing and shall be merged into the Deed.



L. Subject to the provisions of Section XV M hereof, the provisions of this Agreement shall
extend to, bind and inure to the benefit of the parties hereto and their respective successors,
assigns and the legal representatives of their estates.



M. This Agreement may not be assigned by Purchaser without the prior written consent of
Seller; provided, however, that Purchaser may assign the Agreement to a limited liability
company or limited liability partnership created by Purchaser to take title to the Property. No
such assignment shall relieve Purchaser from its obligations hereunder.



N. Seller reserves the right to accept back-up offers and enter into back-up contracts
respecting the Property in anticipation of Purchaser’s failure to consummate the transaction
contemplated herein.



ARTICLE XVI — OFFER AND ACCEPTANCE




This Agreement has been executed first by Seller and shall be deemed a continuing offer by
Seller to sell until 5:00 p.m. on June 30, 2011. If an executed and unaltered acceptance hereof
is not returned to Seller at the address specified herein for notices to Seller, no later than
5:00 p.m. on June 30, 2011, such offer to sell shall be deemed withdrawn.



[Executions begin on next page]



 


-14-









 








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed,
sealed and delivered the day and year first above written.



	 	 	 	 	 
	 	SELLER:



ROBERTS PROPERTIES RESIDENTIAL, L.P., 

a Georgia limited partnership

 	 
	 	By:  	Roberts Realty Investors, Inc., a Georgia corporation, its general partner 	 
	 	 	 
	 	 	By:  	/s/ Charles R. Elliott 	 
	 	 	 	Charles R. Elliott 	 
	 	 	 	Chief Financial Officer 	 
	 



[Executions continued on next page]



 


-15-









 








	 	 	 	 	 
	 	PURCHASER:


ROBERTS PROPERTIES, INC., a Georgia corporation
 	 
	 	By:  	/s/ Charles S. Roberts 	 
	 	 	Charles S. Roberts, President 	 
	 	 	 	 
	 



[Executions continued on next page]



 


-16-









 









Escrow Agent joins in the execution of this Agreement for the purpose of acknowledging the
agreements set forth in this Agreement as to the holding of the Deposit.



	 	 	 	 	 
	 	ESCROW AGENT:



FIRST AMERICAN TITLE INSURANCE COMPANY
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


-17-











 





TABLE OF CONTENTS




	 	 	 	 	 

	 
	 	 	 	 
	ARTICLE I — PROPERTY TO BE CONVEYED
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II — PURCHASE PRICE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE III — TITLE AND SURVEY
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV — ITEMS TO BE DELIVERED BY SELLER AT CLOSING
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V — ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VI — TIME AND PLACE OF CLOSING AND CLOSING COSTS
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VII — APPORTIONMENTS
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VIII — EMINENT DOMAIN
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IX — PURCHASER’S CONDITION PRECEDENT
	 	 	8	 
	 
	 	 	 	 
	ARTICLE X — REPRESENTATIONS AND WARRANTIES OF SELLER
	 	 	8	 
	 
	 	 	 	 
	ARTICLE XI — DEFAULT AND REMEDIES
	 	 	10	 
	 
	 	 	 	 
	ARTICLE XII — NOTICES
	 	 	10	 
	 
	 	 	 	 
	ARTICLE XIII — ACCESS
	 	 	12	 
	 
	 	 	 	 
	ARTICLE XIV — BROKERS
	 	 	12	 
	 
	 	 	 	 
	ARTICLE XV — MISCELLANEOUS
	 	 	12	 
	 
	 	 	 	 
	ARTICLE XVI — OFFER AND ACCEPTANCE
	 	 	14	 
	 
	 	 	 	 




 


 









 






SALES CONTRACT




By and Between



ROBERTS PROPERTIES RESIDENTIAL, L.P.,

a Georgia limited partnership,




as Seller,



and



ROBERTS PROPERTIES, INC,

a Georgia corporation




as Purchaser.



June 30, 2011



Property Located At:



Land Lots 25 and 26 of the 17th District, Fulton County, Georgia




 


 









 








EXHIBIT “A”

NORTHRIDGE APARTMENTS

Development and Construction Costs Reimbursed to Seller




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DEVELOPMENT COSTS	 	COST	 
	 	 	 	 	 
	 	 	 	 
	 	2009	 	 	Architectural Design — Smallwood Reynolds
	 	$	20,301	 
	 	 	 	 	 
	 	 	 	 
	 	2011	 	 	Architectural Design — Geheber Lewis
	 	$	19,146	 
	 	 	 	 	Hardscape Design
	 	$	454	 
	 	 	 	 	Retaining Wall Design
	 	$	750	 
	 	 	 	 	Civil Engineering Design
	 	$	5,500	 
	 	 	 	 	Structural Engineering Design
	 	$	3,345	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total 2011
	 	$	29,195	 
	 	 	 	 	 
	 	 	 	 
	Total Development Costs	 	$	49,496	 
	 	 	 	 	 
	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	CONSTRUCTION COSTS	 	COST	 
	 	 	 	 	 
	 	 	 	 
	 	2008	 	 	Supervision
	 	$	14,274	 
	 	 	 	 	Clearing & Grading
	 	$	67,200	 
	 	 	 	 	Staking
	 	$	6,416	 
	 	 	 	 	10% General Contractor’s Fee
	 	$	8,789	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total 2008
	 	$	96,679	 
	 	 	 	 	 
	 	 	 	 
	 	2009	 	 	Construction Signage
	 	$	1,980	 
	 	 	 	 	Surveying/Staking
	 	$	181	 
	 	 	 	 	Perimeter Fencing
	 	$	2,208	 
	 	 	 	 	10% General Contractor’s Fee
	 	$	437	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total 2009
	 	$	4,806	 
	 	 	 	 	 
	 	 	 	 
	 	2010	 	 	Supervision — Phillips
	 	$	32,652	 
	 	 	 	 	Construction Entrance
	 	$	2,398	 
	 	 	 	 	Surveying/Staking
	 	$	2,600	 
	 	 	 	 	Adverse Site Conditions (drill & crush rock)
	 	$	19,696	 
	 	 	 	 	Grading (export toposil, fill dirt & crushed rock)
	 	$	34,810	 
	 	 	 	 	Compaction Testing
	 	$	655	 
	 	 	 	 	10% General Contractor’s Fee
	 	$	9,281	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total 2010
	 	$	102,092	 
	 	 	 	 	 
	 	 	 	 
	 	2011	 	 	Supervision — Phillips
	 	$	15,914	 
	 	 	 	 	Supervision — Stringfellow
	 	$	29,791	 
	 	 	 	 	Grading
	 	$	400	 
	 	 	 	 	10% General Contractor’s Fee
	 	$	4,611	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total 2011
	 	$	50,716	 
	 	 	 	 	 
	 	 	 	 
	Total Construction Costs	 	$	254,293	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	Total Development and Construction Costs	 	$	303,789	 
	 	 	 	 	 
	 	 	 
	Total Development and Construction Costs per Unit	 	$	1,381	 
	 	 	 	 	 
	 	 	 







 


 









 








EXHIBIT B

LEGAL DESCRIPTION

(Page 1 of 3)




TRACT ONE:




ALL THAT TRACT of land in Land Lots 25 and 26 of the 17th District, and in Land Lots 385
and 386 of the 18th District, Fulton County, Georgia, described as follows:




BEGINNING at a 1/2-inch rebar set at the intersection of the north right-of-way line of Northridge
Parkway (right-of-way varies) with the west land lot line of said Land Lot 385; running thence
along said north right-of-way line of Northridge Parkway, the following courses and distances: (1)
North 80 degrees 24 minutes 01 second West 43.13 feet to a 1/2-inch rebar set, (2) South 09 degrees
35 minutes 59 seconds West 3.47 feet to a 1/2-inch rebar set, and (3) North 80 degrees 24 minutes 01
second West 34.91 feet to a 1/2-inch rebar set; thence, leaving said right-of-way line, North 10
degrees 32 minutes 33 seconds East 33.22 feet to a 1/2-inch rebar set; thence North 21 degrees 22
minutes 22 seconds East 53.01 feet to a 1/2-inch rebar set; thence North 36 degrees 10 minutes 53
seconds East 92.75 feet to a 1/2-inch rebar set on the west land lot line of said Land Lot 385;
thence, along the west land lot line of said Land Lots 385 and 386, North 00 degrees 51 minutes 16
seconds East 129.97 feet to a 1/2-inch rebar found; thence, continuing along the west land lot line
of said Land Lot 386, North 01 degree 03 minutes 25 seconds East 157.53 feet to a 1/2-inch rebar
found; thence, leaving said land lot line, North 54 degrees 36 minutes 04 seconds East 137.20 feet
to a 1/2-inch rebar found; thence North 63 degrees 58 minutes 01 second East 167.55 feet to a 1-inch
crimp top pipe found; thence South 69 degrees 59 minutes 21 seconds East 51.70 feet to a 1-inch
open top pipe found; thence South 01 degree 03 minutes 55 seconds West 70.23 feet to a 3/8-inch
rebar found; thence South 84 degrees 52 minutes 02 seconds East 47.85 feet to a 1-inch crimp top
pipe found; thence South 84 degrees 26 minutes 50 seconds East 50.09 feet to a 1/2-inch rebar found;
thence South 84 degrees 33 minutes 08 seconds East 149.94 feet to a 1/2-inch rebar found; thence
South 84 degrees 01 minute 23 seconds East 99.82 feet to a 1/2-inch rebar found; thence South 83
degrees 59 minutes 14 seconds East 149.73 feet to a 3/4-inch iron bar found; thence South 84 degrees
08 minutes 47 seconds East 38.92 feet to a 1/2-inch rebar found; thence South 04 degrees 11 minutes
30 seconds West 474.05 feet to a 1/2-inch rebar found on the northwest right-of-way line of said
Northridge Parkway; thence along the northwest, north and northeast right-of-way line of Northridge
Parkway, the following courses and distances: (1) South 67 degrees 44 minutes 43 seconds West 38.41
feet to a point; (2) along the arc of a curve to the right (which arc is subtended by a chord
having a bearing and distance of South 83 degrees 40 minutes 21 seconds West 427.27 feet and a
radius of 778.51 feet) 432.82 feet to a point, (3) North 80 degrees 24 minutes 01 second West
340.98 feet to a 1/2-inch rebar set, (4) North 09 degrees 35 minutes 39 seconds East 8.47 feet to a
1/2-inch rebar set, and (5) North 80 degrees 24 minutes 01 second West 21.45 feet to the POINT OF
BEGINNING, said tract containing approximately 10.930 acres, being designated “Tract One” on plat
of ALTA/ACSM Land Title Survey for Roberts Properties Residential, L.P., Roberts Properties, Inc.,
SouthTrust Bank &
Commonwealth Land Title Insurance Company, prepared by Rochester & Associates, Inc., bearing the
seal and certification of James C. Jones, Georgia Registered Land Surveyor No. 2298, dated May 29,
2001, last revised June 25, 2001.



 


 









 








EXHIBIT “B”

LEGAL DESCRIPTION

(Page 2 of 3)




TRACT TWO:




ALL THAT TRACT of land in Land Lot 25 of the 17th District, Fulton County, Georgia, described as
follows:




BEGINNING at a 1/2-inch rebar found at the intersection of the south right-of-way line of Northridge
Parkway (right-of-way varies) with the land line common to said Land Lot 25 and Land Lot 385 of the
18th District, Fulton County, Georgia; thence, leaving said right-of-way line, running along said
common land lot line South 01 degree 27 minutes 16 seconds West 74.18 feet to a 1/2-inch rebar found
in the original centerline of a creek; thence, leaving said common land lot line and following the
original centerline of a creek, the following courses and distances: (1) South 62 degrees 09
minutes 42 seconds West 43.30 feet to a 1/2-inch rebar found, (2) North 87 degrees 16 minutes 27
seconds West 34.86 feet to a 1/2-inch rebar found, and (3) North 44 degrees 17 minutes 08 seconds
West 35.72 feet to a point in the centerline of an existing creek; thence, along the centerline of
said existing creek, the following courses and distances: (1) North 80 degrees 51 minutes 23
seconds West 47.05 feet to a point, (2) South 88 degrees 35 minutes 53 seconds West 37.47 feet to a
point, and (3) South 57 degrees 54 minutes 40 seconds West 53.53 feet to a point; thence, leaving
the centerline of said existing creek, South 80 degrees 23 minutes 31 seconds West 12.71 feet to a
1/2-inch rebar found; thence South 79 degrees 28 minutes 32 seconds West 334.34 feet to a 1-inch
crimp top pipe found; thence South 61 degrees 28 minutes 26 seconds West 31.29 feet to a 1-inch
crimp top pipe found; thence South 87 degrees 31 minutes 50 seconds West 234.54 feet to a 1/4-inch
rebar found; thence North 83 degrees 33 minutes 21 seconds West 52.12 feet to a 1/2-inch rebar found
on the east right-of-way line of Roswell Road (right-of-way varies); thence, along said east
right-of-way line the following courses and distances: (1) North 88 degrees 18 minutes 17 seconds
East 20.03 feet to a 1/2-inch rebar found, (2) North 01 degree 29 minutes 36 seconds West 150.09 feet
to a 1/2-inch rebar set, and (3) South 86 degrees 14 minutes 49 seconds West 20.16 feet to a 1/2-inch
rebar found on the southeast right-of-way line of said Northridge Parkway; thence, along the
southeast, south and southwest right-of-way line of Northridge Parkway, the following courses and
distances: (1) along the arc of a curve to the right (which arc is subtended by a chord having a
bearing and distance of North 78 degrees 48 minutes 16 seconds East 102.26 feet and a radius of
137.91 feet) 104.76 feet to a point, (2) South 78 degrees 46 minutes 37 seconds East 279.89 feet to
a point, (3) along the arc of a curve to the left (which arc is subtended by a chord having a
bearing and distance of North 87 degrees 48 minutes 56 seconds East 119.46 feet and a radius of
257.60 feet)



 


 









 








EXHIBIT “B”

LEGAL DESCRIPTION

(Page 3 of 3)




120.56 feet to a point, (4) North 74 degrees 24 minutes 29 seconds East 202.55 feet to a point, (5)
along the arc of a curve to the right (which arc is subtended by a chord having a bearing and
distance of North 87 degrees 00 minutes 14 seconds East 141.66 feet and a radius of 324.80 feet)
142.81 feet to a point, and (6) South 80 degrees 24 minutes 01 second East 58.06 feet to the POINT
OF BEGINNING, said tract containing approximately 2.082 acres, being designated “Tract Two” on plat
of ALTA/ACSM Land Title Survey for Roberts Properties Residential, L.P., Roberts Properties, Inc.,
SouthTrust Bank & Commonwealth Land Title Insurance Company, prepared by Rochester & Associates,
Inc., bearing the seal and certification of James C. Jones, Georgia Registered Land Surveyor No.
2298, dated May 29, 2001, last revised June 25, 2001.




TOGETHER WITH, a non-exclusive right, title and interest in and to the easements appurtenant to the
above described Tracts created pursuant to that certain:




(i) Amended and Restated Declaration of Reciprocal Easements among MLH Income Realty Partnership
III, a New York limited partnership, Northridge 400 Associates, a Georgia general partnership,
NationsBank of Georgia, N.A., formerly known as The Citizens and Southern National Bank, and
Roberts Properties Highland Park, L.P., a Georgia limited partnership, dated as of August 12, 1994,
filed August 19, 1994, recorded in Deed Book 18640, page 98, Fulton County, Georgia records;




(ii) Grant of Drainage Easement by and between Roberts Properties, Inc., a Georgia corporation,
and Northridge Atlanta, Inc., a Delaware corporation, dated February 23, 2001, filed March 2, 2001,
recorded in Deed Book 30028, page 362, aforesaid records (the “Drainage Easement”); and




(iii) Declaration of Easements by Roberts Properties Residential, L.P., a Georgia limited
partnership, dated June 28, 2001, filed June 29, 2001, recorded in Deed Book 30621, page 508,
aforesaid records.