Exhibit G
Form of Tenant Notification
Exhibit H
Form of Lead Paint Disclosure
SCHEDULES
Schedule 1
Defined Terms
Schedule 2
List of Materials
PURCHASE AND SALE CONTRACT
THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 1st
day of March, 2011 (the "Effective Date"), by and between WOOD CREEK CPGF 22,
L.P., a Delaware limited partnership, having an address at 4582 South Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and PIVOTAL
FINANCE, LLC, an Arizona limited liability company, having a principal address
at 3200 E. Camelback Road, Suite 295, Phoenix, Arizona 85018 ("Purchaser").
NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller
and Purchaser hereby agree as follows:
RECITALS
A.
Seller owns the real estate located in Maricopa County, Arizona, as
more particularly described in Exhibit A attached hereto and made a part hereof,
and the improvements thereon, commonly known as Wood Creek Apartments.
B.
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.
C.
Seller and Purchaser intend this Contract to serve as mutual escrow
instructions to Escrow Agent.
ARTICLE I
DEFINED TERMS
Unless otherwise defined herein, any term with its initial letter capitalized in
this Contract shall have the meaning set forth in Schedule 1 attached hereto and
made a part hereof.
ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT
2.1
PURCHASE AND SALE.
Seller agrees to sell and convey the Property to Purchaser and Purchaser
agrees to purchase the Property from Seller, all in accordance with the terms
and conditions set forth in this Contract.
2.2
PURCHASE PRICE AND DEPOSIT.
The total purchase price ("Purchase Price") for the Property shall be an
amount equal to Twenty-Eight Million Two Hundred Fifty Thousand
Dollars
($28,250,000.00), payable by Purchaser, as follows:
2.2.1
WITHIN 2 BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE, PURCHASER
SHALL DELIVER TO FIRST AMERICAN TITLE INSURANCE COMPANY, 633 THIRD AVENUE, 17TH
FLOOR, NEW YORK, NEW YORK 10017 ("ESCROW AGENT" OR "TITLE INSURER") AN INITIAL
DEPOSIT (THE "INITIAL DEPOSIT") OF TWO HUNDRED FIFTY THOUSAND
DOLLARS
($250,000.00) BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS ("GOOD FUNDS").
IF PURCHASER DOES NOT EXERCISE ITS RIGHT TO TERMINATE THIS CONTRACT PURSUANT TO
SECTION 3.2 OR OTHERWISE ON OR BEFORE 5:00 P.M. ON MARCH 11, 2011 (THE
"NON-REFUNDABLE INITIAL DEPOSIT COMPONENT DATE"), THEN A PORTION OF THE INITIAL
DEPOSIT IN THE AMOUNT OF $25,000.00 SHALL BE NON-REFUNDABLE IN ALL CASES (THE
PORTION OF THE INITIAL DEPOSIT THAT PURSUANT TO THIS SENTENCE IS NON-REFUNDABLE
IS REFERRED TO HEREIN AS THE "NON-REFUNDABLE INITIAL DEPOSIT COMPONENT".
2.2.2
ON OR BEFORE THE EXPIRATION OF THE FEASIBILITY PERIOD, PURCHASER
SHALL DELIVER TO ESCROW AGENT AN ADDITIONAL DEPOSIT (THE "ADDITIONAL DEPOSIT")
OF TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000.00) BY WIRE TRANSFER OF GOOD
FUNDS.
2.2.3
AT THE CLOSING, SUBJECT TO PURCHASER'S OBLIGATIONS UNDER SECTION
4.5, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN THE AMOUNT
OF THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTES, TOGETHER