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Exhibit 3.3
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SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is made and entered into
this ____ day of ______________, 1997, by and between Cardinal Realty Services,
Inc., an Ohio corporation ("Purchaser"), and Lexreit Properties, Inc., an Ohio
corporation ("Corporation"). The parties hereby agree as follows:
1. SUBSCRIPTION AND SALE.
1.1 SUBSCRIPTION. Purchaser hereby subscribes to purchase the
number of shares of Common Stock, without par value ("Common Shares"), set forth
in Section 1.2; and the number of shares of Class A Senior Preferred Stock
without par value ("Senior Preferred Stock"), set forth in Section 1.2; at a
purchase price of $______ per Common Share and $1,000 per share (the "Stated
Value") of Senior Preferred Stock (collectively, the "Purchase Price"). The
Purchase Price will be paid by Purchaser by (a) a contribution of cash, payable
by wire transfer of legally available funds of Purchaser, in the amount of
$999,000, and (b) a contribution of capital to Corporation, which capital
contribution consists of the transfer by Purchaser to Corporation of Interest
(as defined below) in each of the limited partnerships and limited liability
companies (each, a "Partnership") that own the properties set forth on Schedule
A, attached to this Agreement and incorporated herein by this reference (the
"Contributed Properties," and each, a "Contributed Property"). "Interest" means
(a) an undivided sixty percent (60%) limited partner's interest, if the
Partnership is a limited partnership, and (b) an undivided member's interest in
the percentage amount set forth on Schedule A if the Partnership is a limited
liability company.
1.2 ISSUANCE AND SALE. Subject to the terms and conditions of
this Agreement, Corporation will issue and sell to Purchaser, and Purchaser will
purchase, _________ Common Shares and 4,500 shares of Senior Preferred Stock.
2. TERMS OF CAPITAL STOCK. The Common Shares have those express terms
set forth in the Amended and Restated Articles of Incorporation of Corporation
(the "Articles") and, in addition, will be subject to forfeiture and
cancellation in the manner set forth in Section 7 of this Agreement. The Senior
Preferred Stock has those express terms set forth in the Articles, as well as
the additional terms set forth in this Agreement.
3. CLOSING DATE; DELIVERY; FURTHER ASSURANCES.
3.1 CLOSING DELIVERIES. The closing of the purchase and sale
of the Common Shares and the Senior Preferred Stock ("Closing") shall be held on
such date, and at such time and place, as are mutually agreed upon by the
parties, and is subject to the approval of the shareholders of Purchaser of the
distribution by Purchaser to Purchaser's shareholders of not less than 93% of
the Common Shares purchased under this Agreement. Subject to the terms and
conditions of this Agreement, (a) Purchaser will deliver to Corporation, or will
have delivered prior to Closing, (i) a wire transfer of cash in the amount of
$999,000, and (ii) an Assignment of
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Limited Partner's and Member's Interests, in form and substance satisfactory to
Corporation, transferring to Corporation the Interests, and (b) Corporation will
deliver to Purchaser a certificate representing the number of Common Shares, and
a certificate representing the number of shares of Senior Preferred Stock to be
purchased by Purchaser from Corporation, as consideration for the capital
contribution described above.
3.2 FURTHER TRANSFER; FURTHER ASSURANCES. Purchaser and
Corporation acknowledge that Purchaser and Corporation will, concurrently with
the Closing, execute and deliver that certain agreement of limited partnership
("Operating Partnership Agreement") of Cardinal Properties L.P., an Ohio limited
partnership (the "Operating Partnership"); and will proceed to make the
contributions to the capital of the Partnership contemplated by the Operating
Partnership Agreement. The Operating Partnership Agreement will be in
substantially the form attached hereto as Exhibit A. Pursuant to the terms of
the Operating Partnership Agreement, Corporation will further assign
substantially all of the Interests to the Operating Partnership in exchange for
a sixty percent (60%) general partner's interest in the Operating Partnership
and Purchaser will transfer (or will cause its subsidiary or affiliate to
transfer), as its capital contribution to the Operating Partnership,
substantially all remaining interests in the Partnerships (other than the
general partner's or managing member's interests therein) not transferred to
Corporation pursuant to the terms of this Agreement (which interests will be
identified with particularity on a schedule or exhibit to the Operating
Partnership Agreement). Purchaser, in its capacity as general partner or
managing member of each of the Partnerships (or, as the sole equity owner of its
subsidiary or affiliate that is the managing member or general partner, will
cause such subsidiary or affiliate), hereby consents to all of the transactions
contemplated by this Agreement and the Operating Partnership Agreement.
Purchaser, in its capacity as general partner or managing member (or, as the
sole equity owner of its subsidiary or affiliate that is the managing member or
general partner, will cause such subsidiary or affiliate), together with the
Operating Partnership and Corporation will take all such further steps, cause
all things to be done and execute and deliver all such documents in form and
substance mutually satisfactory to the Purchaser and Corporation in order to
substitute Operating Partnership as a limited partner or member, as the case may
be, of each of the Partnerships and effect all necessary governmental
certificate or other filings required under the applicable laws of the states in
which each Partnership is organized or qualified as soon as practicable
following the Closing.
4. REPRESENTATIONS AND WARRANTIES OF CORPORATION. Corporation
represents and warrants to Purchaser as follows:
4.1 ORGANIZATION OF CORPORATION. Corporation is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Ohio with the requisite power and authority to carry on its business as
proposed to be conducted. Corporation is not licensed or qualified to do
business in any other jurisdiction, and the character and location of the
Contributed Properties and the nature of its business does not require it to be
so licensed or qualified.
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4.2 POWER AND AUTHORITY. Corporation has all requisite power
and authority to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. All consents required to authorize the
execution, delivery and performance of this Agreement by Corporation and the
consummation by Corporation of the transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Corporation and
constitutes the legal, valid and binding obligation of Corporation enforceable
against Corporation in accordance with its terms.
4.3 CAPITAL STOCK. At the Closing, the authorized capital
stock of Corporation will consist of 2,500,000 Common Shares, 7,500 shares of
Senior Preferred Stock and 500,000 preferred shares, without par value
("Preferred Shares"). Upon the consummation of the transactions contemplated by
this Agreement, the Common Shares and the Senior Preferred Stock issued to
Purchaser hereunder, together with the 100 Common Shares issued previously to
Purchaser on April 4, 1997 (collectively, the "Shares"), will be the only shares
of capital stock of Corporation issued and outstanding, and all of the Shares
will be validly issued and outstanding, fully paid and nonassessable, free and
clear of any lien, charge, encumbrance, mortgage, pledge, security interest,
easement, option, right of first refusal, preemptive right, voting or
stockholder's agreement or other restriction or claim of any nature whatsoever
binding upon Corporation, other than as set forth in this Agreement.
4.4 BROKERS' AND FINDERS' AGREEMENTS. Corporation has not
directly or indirectly entered into or otherwise become obligated under any
contract or arrangement with any person or entity that would obligate
Corporation or Purchaser to pay any commission, brokerage or "finder's fee" in
connection with the transactions contemplated hereby.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND RESTRICTIONS ON
TRANSFER. Purchaser represents and warrants to Corporation as follows:
5.1 ORGANIZATION AND GOOD STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Ohio with the requisite corporate power and authority to carry on its
business as currently conducted and as proposed to be conducted.
5.2 CORPORATE POWER; AUTHORIZATION. Purchaser has the
requisite corporate power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby by Purchaser have been duly authorized by all
necessary corporate action of Purchaser. This Agreement has been duly executed
and delivered on behalf of Purchaser and constitutes a legal, valid and binding
obligation of Purchaser.
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5.3 NO CONFLICTS. None of the execution, delivery and
performance of this Agreement nor the consummation of the transactions
contemplated hereby will conflict with, or result in any violation of, or
constitute a default (with or without notice or lapse of time, or both), or give
rise to a right of termination, cancellation or acceleration of any obligation,
or any loss of a material benefit under, any provision of the Articles or
Regulations of Purchaser, or any contract, permit or law applicable to Purchaser
or any of its properties or assets, the effect of which would be to prevent
Purchaser from performing its obligations under this Agreement. No material
consent, approval, order or authorization of, or registration, declaration or
filing with, any governmental agency is required to be obtained or made in
connection with the execution, delivery and performance of this Agreement by
Purchaser or the consummation by Purchaser of the transactions contemplated
hereby.
5.4 BROKERS' AND FINDERS' AGREEMENTS. Purchaser has not
directly or indirectly entered into or otherwise become obligated under any
contract with any person or entity that would obligate Purchaser or Corporation
to pay any commission, brokerage or "finder's fee" in connection with the
transactions contemplated hereby.
5.5 NO DETERMINATION OF FAIRNESS. Purchaser understands and
acknowledges the fact that no federal or state agency has made any finding or
determination as to the fairness for public or private investment, nor any
recommendation or endorsement of the Senior Preferred Stock for investment.
5.6 NEWLY FORMED ISSUER. Purchaser recognizes that Corporation
has only recently been organized and has no meaningful financial or operating
history and, further, that the shares of Senior Preferred Stock, as an
investment, involve a high degree of risk.
5.7 NO PUBLIC MARKET. Purchaser understands and acknowledges
the fact that there is no public market for the shares of Senior Preferred Stock
and that it may not be possible to readily liquidate its investment at any time.
5.8 NO RESALE OR DISTRIBUTION. This Agreement is made in
reliance upon Purchaser's representation to Corporation that the shares of
Senior Preferred Stock to be purchased by Purchaser will be purchased (a) for
its own account entirely, and (b) for investment and not with a view to, or for
resale in connection with, any distribution thereof. Purchaser further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Senior Preferred
Stock. Purchaser represents that it has the full power and authority to enter
into this Agreement.
5.9 NO REGISTRATION OF OFFERING. Purchaser understands and
acknowledges that the offering of the Common Shares and the Senior Preferred
Stock pursuant to this Agreement will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any applicable blue sky or
state securities law on the grounds that the offering and
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sale of securities contemplated by this Agreement are exempt from registration
pursuant to Section 4(2) of the Securities Act and exempt from qualification
pursuant to the Ohio Securities Act and that Corporation's reliance upon such
exemptions and exceptions is predicated upon such Purchaser's representations
set forth in this Agreement. Purchaser acknowledges and understands that, except
as otherwise provided in this Agreement, the Senior Preferred Stock and the
Common Shares which Purchaser retains following its distribution of Common
Shares to Purchaser's shareholders (the "Retained Common Shares") must be held
indefinitely unless the Senior Preferred Stock and/or the Retained Common Shares
are subsequently registered under the Securities Act and applicable blue sky and
state securities laws or an exemption from such registration is available.
5.10 RESTRICTIONS ON DISTRIBUTION. Purchaser understands and
acknowledges all restrictions imposed by Corporation on the further distribution
of the shares of Senior Preferred Stock and the Retained Common Shares,
including, but not limited to, any restrictive legends appearing or to appear on
the certificates for the shares of Senior Preferred Stock and the Retained
Common Shares, required holding periods, stop transfer orders and optional
redemption rights of Corporation.
5.11. LEGENDS. All Certificates for the Senior Preferred Stock
and the Retained Common Shares shall bear legends to the following effect:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS AND MAY BE
OFFERED, SOLD OR TRANSFERRED ONLY IF REGISTERED PURSUANT TO THE
PROVISIONS OF SUCH LAWS, OR IF IN THE OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."
(b) Any other legends required in the opinion of counsel to
the Company or under applicable state blue sky laws.
5.12 RULE 144. Purchaser is aware of the adoption of Rule 144
by the Securities and Exchange Commission promulgated under the Securities Act,
which permits limited public resales of securities acquired in a nonpublic
offering, subject to the satisfaction of certain conditions. Purchaser
understands that under Rule 144, the conditions include, among other things, the
availability of certain current public information about the issuer and the
resale occurring not less than one year after the party has purchased and paid
for the securities to be sold. Corporation covenants that (a) at all times after
Corporation first becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, Corporation will use
its best efforts to comply with the current public information requirements of
Rule 144(c)(1) under the Securities Act; and (b) at all such times as Rule 144
is available for use by Purchaser, Corporation will furnish Purchaser, upon
request, with all
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information within the possession of Corporation required for the preparation
and filing of Form 144.
6. COVENANTS OF CORPORATION.
6.1 CAPITAL STOCK. Corporation hereby covenants and agrees
that so long as any shares of the Senior Preferred Stock remain outstanding,
Corporation will not, without the affirmative vote or consent of the holders of
at least a majority of the shares of the Senior Preferred Stock outstanding at
the time, given in person or by proxy, either in writing or at a meeting (voting
separately as a class), (a) authorize or create, or increase the authorized or
issued amount of, any class or series of capital stock ranking senior to or on a
parity with the Senior Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up; (b)
amend, alter or repeal the provisions of the Articles, or of this Agreement,
whether by merger, consolidation or otherwise, so as to materially and adversely
affect any right, preference, privilege or voting power of the Senior Preferred
Stock or the holders thereof; provided, however, that the creation or issuance
of any other series of Preferred Shares, in each case ranking junior to the
Senior Preferred Stock, will not be deemed to materially and adversely affect
such rights, preferences, privileges or voting powers.
6.2 CONTRIBUTIONS OF ADDITIONAL INTERESTS.
(a) Purchaser may, from time to time, contribute (i) those
additional limited partner's interests in limited partnerships or (ii)
not less than 100% of the issued and outstanding capital stock of
special purpose corporations that own the properties set forth on
Schedule B (collectively, "Additional Interests" and each, an
"Additional Interest") to Corporation. In such event, and at the time
of each such contribution, Corporation will issue to Purchaser shares
of Senior Preferred Stock having a stated value of $1,000 per share of
Senior Preferred Stock ("Stated Value"). The Stated Value of the shares
of Senior Preferred Stock to be issued to Purchaser in exchange for
Purchaser's contribution, from time to time, of the Additional
Interests has been derived from the historical costs (as reflected in
Purchaser's consolidated financial statements) of the properties set
forth on Schedule B attached to this Agreement (the "Additional
Properties") and the undivided, economic ownership interests in such
Additional Properties represented by the corresponding Additional
Interest, in each case, has the value ascribed to such Additional
Interest as set forth on Schedule B attached to this Agreement and
incorporated herein by this reference (in each case "Additional
Interest Value").
(b) In the event Purchaser shall, from time to time,
contribute an Additional Interest or Additional Interests to
Corporation, as set forth in Section 6.2(a) above, notice of such
contribution shall be given by first class mail, postage prepaid,
mailed not less than 5 calendar days nor more than 60 calendar days
prior to the date of such contribution to Corporation. Each such notice
shall state: (i) the Additional Interest to be contributed; (ii) the
date of the contribution (the "Contribution Closing Date"); and (iii)
the Additional
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Interest Value of the Additional Interest(s), which will equal the
Stated Value of the Senior Preferred Stock to be issued by Corporation
to Purchaser in exchange therefor.
(c) On any and each Contribution Closing Date, (i) Purchaser
will deliver to Corporation, (A) in the event that the Additional
Interest is a limited partner's interest in a limited partnership, an
Assignment of Limited Partner's Interest, and/or (B) in the event that
the Additional Interest is the capital stock of a special purpose
corporation, a stock power, each in form and substance satisfactory to
Corporation, transferring to Corporation the Additional Interest or
Additional Interests, and (C) a certificate duly executed by its
authorized officer setting forth Purchaser's representation and
warranty that to the best of Purchaser's knowledge, there has been no
change to the underlying Additional Property or its operations from the
date of this Agreement through and including the Contribution Closing
Date that would have a material adverse effect on the free
marketability, title or market value of the Additional Property and
(ii) Corporation will deliver to Purchaser a certificate representing
the number of shares of Senior Preferred Stock the Stated Value of
which is equal to the Additional Interest Value of the Additional
Interest(s).
(d) From and after the Contribution Closing Date, dividends on
the shares of Senior Preferred Stock so issued shall commence to
accrue. Said shares shall be deemed to be outstanding and shall have
the same express terms as the shares of Senior Preferred Stock issued
prior to any Contribution Closing Date.
(e) No Contribution Closing Date will occur later than
December 31, 1998.
6.3 DISTRIBUTIONS OF NET PROCEEDS. To the extent that
Corporation receives net proceeds (as a distribution from the Operating
Partnership or otherwise) as a result of each sale, or change of
control of, any Contributed Property, Additional Property, Interest or
Additional Interest (collectively, "Net Proceeds"), it must first apply
such Net Proceeds, subject only to amounts reasonably reserved by the
Board of Directors, in its reasonable discretion, for a specified
business purpose, to the payment of all accumulated and unpaid
dividends outstanding on the Senior Preferred Stock (or, if
insufficient Net Proceeds are available for distribution, pro rata
among each outstanding share of Senior Preferred Stock) to the holders
of Senior Preferred Stock. Any remaining Net Proceeds will be
distributed by Corporation, 75% to the holders of Senior Preferred
Stock (each, a "Distribution of Remaining Net Proceeds"), with the
remaining 25% of the Net Proceeds available for distribution to the
holders of Company Common Stock. The amount of such Distribution of
Remaining Net Proceeds will be applied to the optional redemption and
accordingly, reduce, on a dollar for dollar basis, the liquidation
preference of the Senior Preferred Stock, as set forth in the Articles.
Corporation, in effecting such Distribution of Remaining Net Proceeds,
will comply with the provisions of Corporation's Articles as then in
effect concerning Corporation's redemption of shares of Senior
Preferred Stock.
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7. FORFEITURES. Certain of the Common Shares issued which Purchaser
intends to distribute to its shareholders will be subject to a risk of
forfeiture. In the event that any such Common Shares are forfeited pursuant to
provisions for forfeiture, Purchaser, in order to avoid a "reconsolidation" of
Purchaser and Corporation, will forfeit the number of Common Shares held by
Purchaser (the "Forfeited Shares") necessary to prevent Purchaser from holding
greater than 7% of the Common Shares then issued and outstanding. At any such
time as a holder of Common Shares shall forfeit any such Common Shares (a "Third
Party Forfeiture"), Purchaser will provide notice to Corporation of (a) the date
that such Third Party Forfeiture will be effective, and (b) the number of Common
Shares to be forfeited in the Third Party Forfeiture. Corporation will thereupon
notify Purchaser of the total number of Common Shares then issued and
outstanding. Purchaser will then forfeit the Forfeited Shares, such forfeiture
to be effective as of the date and time upon which the Third Party Forfeiture is
effective.
8. CONSENT TO CERTAIN TRANSACTIONS. Purchaser covenants and agrees with
Corporation that Purchaser will not (and will not permit any of its subsidiaries
or affiliates to), without first obtaining Corporation's written consent EXCEPT
in the event that the maturity of a mortgage loan secured by the affected
Contributed Property is accelerated for any reason, in which case Corporation's
consent is not required, in its (or their) capacity as general partner or
managing member of any Partnership, effect the (a) mortgage refinancing of any
Contributed Property prior to the maturity of an outstanding mortgage loan
secured by the affected Contributed Property (whether scheduled or by virtue of
acceleration), (b) expansion and/or improvement involving a capital expenditure
or capital expenditures (as determined in accordance with GAAP) involving in
excess of $75,000 in any calendar year, or (c) the sale, of any Contributed
Property (or any controlling interest therein).
9. MISCELLANEOUS.
9.1 WAIVERS AND AMENDMENTS. This Agreement or any provision
hereof may be amended, waived, discharged or terminated only by a statement in
writing signed by the party against which enforcement of the amendment, waiver,
discharge or termination is sought.
9.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Ohio, without regard to principles of
conflicts of law.
9.3 SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive the Closing of the transactions
contemplated hereby. All statements as to factual matters contained in any
certificate or other instrument delivered by or on behalf of Corporation
pursuant hereto or in connection with the transactions contemplated hereby shall
be deemed to be representations and warranties by Corporation hereunder as of
the date of such certificate of instrument.
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9.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions whereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.
9.5 NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first class mail,
postage prepaid, addressed
(a) if to Purchaser, to:
Cardinal Realty Services, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxx 00000
Attention: Secretary
(b) if to Corporation, to:
Lexreit Properties, Inc.
The Huntington Center
00 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxx 00000
Attention: Treasurer
or at such other address as either party shall have furnished to the other in
writing.
9.6 SEVERABILITY. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.
9.7 EXPENSES. If the transactions contemplated hereby are
consummated, Corporation will pay all fees, expenses and disbursements,
including, without limitation, reasonable attorneys' and accountants' fees and
disbursements, incurred in anticipation of the Closing of the transactions
contemplated by this Agreement.
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9.8 TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.
CARDINAL REALTY SERVICES, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
LEXREIT PROPERTIES, INC.
By:
--------------------------------
Name:
------------------------------
Title:
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Schedule A
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Limited Partner
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Contributed Additional
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Property Interest (or Interest
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Partnership/Limited Liability Company Name No. Member's Interest) Value
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Acadia Court Apartments of Bloomington, II, Ltd. 1810 54.6% 317,650.24
-------------------------------------------------------------------------------------------------------------------------------
Almondtree Apartments of Columbus, Ltd. 1439 54.6% 61,866.71
-------------------------------------------------------------------------------------------------------------------------------
Amesbury Apartments of Columbus, Ltd. 1824 59.4% 56,021.33
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxx Xxxxx Xxxxxxxxxx xx Xxxxxxxxxxx, Ltd. 1377 59.4% 108,263.63
-------------------------------------------------------------------------------------------------------------------------------
Applegate Apartments of Delaware County, II, Limited Partnership 1889 59.4% 379,690.15
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Apartments of Xxxxxx County, Ltd. 1880 54.6% 163,521.54
===============================================================================================================================
Ashford Hill Apartments of Reynoldsburg, Ltd. 1814 54.6% 21,149.31
-------------------------------------------------------------------------------------------------------------------------------
Bel Aire Apartments, II, Ltd. 2469 54.6% 0
-------------------------------------------------------------------------------------------------------------------------------
Cardinal E.P., Limited Partnership 1839 54.6% 285,218.39
===============================================================================================================================
Cedar Hill Apartments of Knoxville, Ltd. 3166 59.4% 355,780.46
-------------------------------------------------------------------------------------------------------------------------------
Cedargate Apartments of Bowling Green, II, Ltd. 1838 54.0% 296,914.14
-------------------------------------------------------------------------------------------------------------------------------
Cedarwood Apartments of Lexington, III, Ltd. 1816 54.6% 189,692.96
===============================================================================================================================
Cedarwood Apartments of Lexington, II, Ltd. 1750 59.4% 146,931.25
-------------------------------------------------------------------------------------------------------------------------------
Centre Lake Apartments, III, Ltd. 2519 54.6% 245,019.14
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx Apartments of Xxxxxx County, II, Limited Partnership 1908 54.0% 200,981.52
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxx Xxxx Xxxxxxxxxx xx Xxxxxx Xxxxxx, Limited Partnership 1846 54.6% 55,758.61
-------------------------------------------------------------------------------------------------------------------------------
Cherry Tree Apartments of Baltimore County, Ltd. 4109 54.6% 531,838.40
-------------------------------------------------------------------------------------------------------------------------------
Clearwater Apartments of Eastlake LLC 1871 59.4% 91,977.93
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxx Xxxx Xxxxxxxxxx xx Xxxxxx Xxxxxx, Limited Partnership 1843 59.4% 281,237.62
-------------------------------------------------------------------------------------------------------------------------------
Garden Court Apartments of Monroe County, Limited Partnership 1986 54.6% 354,786.43
-------------------------------------------------------------------------------------------------------------------------------
Garden Terrace Apartments, Ltd. 2208 54.0% 216,712.80
===============================================================================================================================
Glenview Apartments of Huntsville, Ltd. 3175 54.6% 0
-------------------------------------------------------------------------------------------------------------------------------
Glenwood Village Apartments of Macon, Ltd. 3190 54.0% 175,935.24
-------------------------------------------------------------------------------------------------------------------------------
Harvest Grove Apartments of Columbus, Ltd. 1869 54.0% 221,600.34
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxx Xxxx Xxxxxxxxxx xx Xxxxx Xxxxxx, Ltd. 1833 59.4% 368,176.05
-------------------------------------------------------------------------------------------------------------------------------
Heathmoore Apartments of Xxxxx County, Limited Partnership 1690 59.4% 255,674.83
-------------------------------------------------------------------------------------------------------------------------------
Hidden Acres Apartments, Ltd. 2515 59.4% 195,013.76
===============================================================================================================================
Xxxxx Xxxxx Apartments, II, Ltd. 2526 59.4% 187,337.50
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx Apartments of Springfield, Limited Partnership 1863 54.6% 147,308.62
-------------------------------------------------------------------------------------------------------------------------------
Indian Lake Apartments of Atlanta, Ltd. 3209 54.6% 1,668,156.67
===============================================================================================================================
Kings Colony Apartments, Ltd. 3532 54.6% 184,527.25
-------------------------------------------------------------------------------------------------------------------------------
Lakeshore Apartments of Ft. Oglethorpe, Ltd. 3174 59.4% 123,527.05
-------------------------------------------------------------------------------------------------------------------------------
Laurel Xxxx Apartments of Acworth, Ltd. 3171 59.4% 449,038.46
===============================================================================================================================
Lindendale Apartments of Columbus, Limited Partnership 1909 54.0% 246,372.30
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Marabou Xxxxx Apartments of Indianapolis LLC 1822 79.0% 439,209.19
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Marabou Xxxxx Apartments of Xxxxxx County, III, Limited Partnership 1982 59.4% 174,137.04
===============================================================================================================================
Xxxxx Landing Apartments, II, Ltd. 3496 54.0% 14,585.94
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Meadowood Apartments of Indianapolis, II, Ltd. 1809 54.6% 68,968.54
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Xxxxxxxxxx Apartments of Wicomico County, Limited Partnership 4133 54.6% 315,352.67
===============================================================================================================================
Xxxxxx Place Apartments, Ltd. 2543 59.4% 174,540.37
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Xxxxxxxx Apartments of Xxxxx County, II, Ltd. 1885 54.0% 37,019.16
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Oak Gardens Apartments, Ltd. 2587 54.6% 63,452.30
===============================================================================================================================
Pickerington Xxxxxxx Apartments of Pickerington, II, Limited Partnership 5886 59.4% 130,593.87
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Ravenwood Apartments of Mauldin, Ltd. 3208 54.0% 137,910.06
-------------------------------------------------------------------------------------------------------------------------------
Red Deer Apartments of Fairborn, II, Limited Partnership 1935 54.6% 346,911.47
===============================================================================================================================
Ridgewood Apartments of Elkhart, II, Ltd. 1898 54.6% 376,479.56
===============================================================================================================================
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Ridgewood Apartments of Elkhart, Ltd. 1672 58.8% 151,767.50
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River Xxxx Apartments of Reynoldsburg, II, LLC 1966 59.4% 91,090.49
===============================================================================================================================
Rosewood Commons Apartments of Indianapolis, II, Limited Partnership 1895 54.6% 230,299.52
-------------------------------------------------------------------------------------------------------------------------------
Sherbrook Apartments of Allegheny County, Ltd. 1877 54.6% 504,700.01
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Sky Pines Apartments, II, Ltd. 2512 54.6% 0
===============================================================================================================================
Spicewood Apartments of Indianapolis, Ltd. 1786 54.6% 58,827.68
-------------------------------------------------------------------------------------------------------------------------------
Springbrook Apartments of Xxxxxxxx, Ltd. 3173 59.4% 157,498.51
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Suffolk Grove Apartments of Grove City, II, Limited Partnership 1936 54.6% 234,508.09
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Sunset Way Apartments, II, Ltd. 2580 54.6% 0
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Sunset Way Apartments, Ltd. 2527 54.6% 232,737.96
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The Willows Apartments of Delaware, III, Limited Partnership 1937 59.4% 101,469.46
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The Willows Apartments, Ltd. 1389 54.0% 200,580.30
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Thymewood Apartments, II, Ltd. 2455 54.6% 184,994.08
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Valleybrook Cardinal, LLC 3188 79.0% 687,840.36
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Willow Lakes Apartments of Spartanburg, Ltd. 3189 59.4% 179,073.77
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Willowood Apartments of Columbus, II, Limited Partnership 1917 54.6% 239,451.03
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Willowood Apartments of Trotwood, II, Limited Partnership 1841 54.6% 62,805.29
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Windwood Apartments, Ltd. 2137 54.0% 42,557.94
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Winthrop Court Apartments of Columbus, II, Ltd. 1806 59.4% 89,552.03
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Woodlands Apartments of Zelienople, II, Limited Partnership 1914 54.6% 236,050.00
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Page 2
13
Schedule B
Limited Partner
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Contributed Additional
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Property Interest Interest
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Partnership/Limited Liability Company Name No. (or Percentage Stock Interest) Value
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Bradford Place Apartments of St Clair County, Limited Partnership 1825 54.6% 118,496.20
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CRSI SPV 30231, Inc. d/b/a Xxxxxx Place Apartments of Dallas 3231 100.0% 0
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CRSI SPV 35, Inc. d/b/a Marabou Xxxxx Apartments of Xxxxxx County II 5910 100.0% 574,694.00
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CRSI SPV 50903, Inc. d/b/a Brunswick Apartments of Monongalia County II 5903 100.0% 0
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CRSI SPV 50906, Inc. d/b/a Amesbury Apartments of Columbus II 5906 100.0% 108,599.00
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CRSI SPV 50951, Inc. d/b/a Harvest Grove Apartments of Columbus II 5951 100.0% 87,379.00
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CRSI SPV 59, Inc. d/b/a River Xxxx Apartments of Reynoldsburg 1887 100.0% 378,874.00
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CRSI SPV 96, Inc. d/b/a Laurel Bay Apartments of Washtenaw County 1039 100.0% 536,636.00
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Forest Xxxx Apartments, Ltd. 2462 54.6% 269,288.29
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxx Xxxxx Xxxxxxxxxx xx Xxxxxxx Xxxxxx, II, Limited Partnership 4111 54.6% 0
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Oakwood Village Apartments, Ltd. 2482 54.6% 131,392.72
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