EXHIBIT 10.47
AMENDMENT TO COMMON SHARE PURCHASE OPTION AGREEMENT
This Amendment to Common Share Purchase Option Agreement (this "Amendment")
is made and entered into as of September 17, 1998, by and between Cornerstone
Realty Income Trust, Inc. ("Cornerstone"), a Virginia corporation, and Apple
Residential Income Trust, Inc. ("Apple"), a Virginia corporation.
RECITALS
A. Cornerstone and Apple have previously entered into a certain Common
Share Purchase Option Agreement dated as of February 10, 1997 (the
"Agreement"), pursuant to which Apple granted to Cornerstone the right
to purchase common shares of Apple ("Common Shares") in the amounts,
on the conditions, and for the period of time set forth in the
Agreement.
B. Under Section 4 of the Agreement the obligation of Apple to sell
Common Shares, and the correlative right of Cornerstone to purchase
Common Shares, under the Agreement was to terminate upon the
termination of the public offering of Common Shares pursuant to
Apple's Registration Statement with File No. 333-10635, as amended
from time to time.
C. Apple has decided to register with the SEC for sale to the public five
million additional Common Shares (at a public offering price of $10
per Common Share) for an aggregate public offering price of $50
million (the "Additional Offering").
D. Apple and Cornerstone desire to enter into this Amendment to the
Agreement to extend the term of the Agreement and Apple's obligations
and Cornerstone's rights thereunder until the termination of the
Additional Offering.
NOW THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for the other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1. Capitalized Terms. Capitalized terms used and not otherwise defined in
this Amendment shall have the meanings set forth in the Agreement.
2. Extension of Agreement. The rights and obligations of Apple and
Cornerstone under the Agreement shall be extended for the period
during which the Additional Offering continues. Accordingly, Section 4
of the Agreement shall be deemed to be amended to provide that Apple's
obligations and Cornerstone's rights to sell and purchase,
respectively, Common Shares in accordance with the Agreement shall
terminate upon the termination of the Additional Offering. The
purchase price of Common Shares purchased by Cornerstone under the
Agreement as modified by this Amendment shall be calculated in the
manner set forth in Section 2 of the Agreement, except the current
public offering price of Common Shares shall be as set forth in the
Prospectus used in connection with the Additional Offering, as
supplemented and amended from time to time (the "Prospectus").
3. Registration Rights. The registration rights contemplated by Section 7
of the Agreement shall also apply to the Common Shares purchased under
this Amendment. The Registration Rights Agreement referred to in such
Section shall be entered into upon demand of Cornerstone and shall
provide for the filing of a Registration Statement at such times as
required by Cornerstone but not more frequently than is now set forth
in Section 7(b) of the Agreement.
4. Certain Other Interpretive Matters. Common Shares purchased in the
extension provided by this Amendment shall be subject to all
provisions of the Agreement that apply to Common Shares, as if any
such Common Shares had been purchased pursuant to the Agreement
without giving effect to this Amendment, except where this Amendment
expressly otherwise provides or as the context otherwise requires.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Common Share Purchase Option Agreement on and as of the date first above
written.
Cornerstone Realty Income Trust, Inc.,
a Virginia Corporation
By: /s/ X.X. Xxxxxxx, Xx.
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Name: X.X. Xxxxxxx, Xx.
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Title: Chief Financial Officer
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Apple Residential Income Trust, Inc.,
a Virginia Corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President
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