Exhibit 10.1
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this day of September 1996,
between CORNERSTONE REALTY GROUP INC. or its nominee, (hereinafter called
"Purchaser") and STERLING APARTMENTS LLC, (hereinafter called "Seller").
ARTICLE I
THE PROPERTY
1.1 Sale of Property. Seller agrees to sell and convey, and Purchaser
agrees to purchase, Seller's real property known as XXXXXXXX XXXXX APARTMENTS
located in CHARLOTTE, NC, with all buildings and improvements located thereon,
as more particularly described in the attached legal description in Exhibit A
including, but not limited to 272 individually heated and air conditioned
apartment units, with all appurtenances, together with all appliances, drapes,
carpeting, shrubbery and all other personal property (excluding clubhouse
and model furniture, accessories and paintings. However, Seller agrees to
permit Purchaser to use such excluded property for 30 days after closing) used
in connection with the premises, including, the inventory of personal property
to be supplied by Seller and attached hereto as Exhibit B (all such real and
personal property hereinafter collectively referred to as the "Property"
unless the context clearly indicates otherwise).
ARTICLE II
PAYMENT OF PURCHASE PRICE
2.1 Purchase Price. The total purchase price shall be TEN MILLION TWO
HUNDRED FIVE THOUSAND FOUR HUNDRED FIFTY SEVEN ($10,205,457) DOLLARS as
evidenced by cash or cash equivalent at closing.
2.2 Deposit. $100,000 to be placed in escrow at the end of the
"Inspection Period" described in Article VI below. Said deposit shall be placed
in escrow with Title Insurance Corporation or its authorized agent as
an xxxxxxx money deposit which may be credited against the purchase price or
applied as per Article XI below.
ARTICLE III
TITLE MATTERS
3.1 Marketable Title. Seller, shall convey good and marketable title
by Special Warranty Deed, subject to general taxes for the current year not
yet due and payable and utility easements which do not interfere with the
present use of the Property.
(A) Title shall be free from any and all liens or mortgages and Seller
shall be responsible for any prepayment penalties necessary to deliver such
free title.
3.2 Title Defects; Election to Cure. Seller shall furnish to Purchaser
evidence of a prior commitment for Title Insurance, (the commitment). If title
is not marketable, except as stated above in the preceding paragraph, Purchaser
shall give written notice of any defects in title to Seller's counsel within
ten (10) days after Purchaser's receipt of a title report which report shall
include copies of backup documents relating to any title exceptions, a current
survey, a flood zone certification letter and a Surveyor's Certification letter.
Seller may, at its option, elect whether to cure said defects or by written
notice to Purchaser indicate its intention not to cure.
3.3 Election Not to Cure Defects. Should Seller elect not to cure title
defects, this Agreement, at Purchaser's option, shall be void; each party shall
thereupon be released from all obligations hereunder; and all deposits shall
be immediately returned to Purchaser.
ARTICLE IV
PRORATIONS
4.1 Income and Expense Allocations. The following shall be prorated, on
a calendar-month basis, to the 1st day of the month of the closing: rents and
other income from the Property; operating expenses (on such service contracts
and other obligations as Purchaser may agree to assume); and general and real
property taxes and personal and business property taxes for the year of closing
(based on the most recent assessment and the most recent levy).
4.2 Closing Costs. Purchaser and Seller shall pay their customary
share of all taxes, recording fees, if any, imposed on the Deed, or any other
documents executed in connection with the transfer of the Property. Purchaser
agrees to pay cost of title insurance. Seller shall pay any prepayment penalty
charged by the holders of any existing notes.
4.3 Allocation of Rents. Rents collected by Seller prior to Closing
shall be prorated as agreed in 4.1 above. Purchaser shall apply rents received
after Closing first to payment of the current rent due to Purchaser, then to
delinquent rents due to Purchaser, and last to rents due to Seller as of the
Closing but uncollected prior to settlement. Purchaser agrees to use its best
efforts in good faith to collect the amount of any rental arrears from tenants
and Purchaser agrees to remit promptly to Seller any such arrears actually
paid by such tenants to Purchaser. Seller shall retain the right to commence
legal action against a tenant for any delinquent rent apportioned to the
Seller.
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4.4 Prior Lease Concessions. Seller represents that there are no rent
concessions which are not reflected in the actual rent collected as set forth
in the rent list attached hereto as Exhibit C.
ARTICLE V
POSSESSION OF THE PROPERTY
5.1 Possession. Possession of the Property shall be delivered to
Purchaser at closing, subject to the rights of the tenants under existing
leases and rental agreements.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 Conditions Precedent. Purchaser's obligation to purchase shall be
subject to and contingent upon the satisfaction of the following conditions
precedent:
(A) Receipt by Purchaser of an engineering report of building and site
conditions, satisfactory to Purchaser in its sole discretion, said report to
include in part, a description of any hazardous waste sites, hazardous wastes
and/or hazardous materials affecting the property. Purchaser shall have ten
(10) days in which to review the reports set forth herein and exercise its
right to reject the Property based thereon or the right hereunder shall be
deemed waived.
(B) The receipt by Purchaser of Seller documents described in 7.2 below.
(C) On the condition that Sellers representations and warranties
described in Article VIII below remain true and correct.
(D) On the condition that there have been no material or adverse changes
to the property or leases.
(E) Seller acknowledges that Purchaser is a public entity and that it
is required to furnish financial statements to the Securities and Exchange
Commission in connection with this acquisition. Seller agrees to make the
information available for Purchaser to audit the last 12 months of operation of
the Property so that a report can be generated that is in compliance with
accounting Regulation S-X of the Securities and Exchange Commission.
(F) Survey which shall show no encroachments onto the Land from any
adjacent property, no encroachments by or from the Land onto adjacent property
and no violation of or encroachments upon any recorded building lines,
restrictions or easements affecting the Property, except for an easement
for a one-family home. If the Survey discloses any such encroachment or
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violation, Seller shall have thirty (30) days from the date of delivery of
the Survey (with a commensurate extension of the closing date) to have the
Title Insurer issue its endorsement insuring against damage caused by such
encroachment or violation and to provide evidence thereof to Purchaser, and
if Seller fails to or is unable to have the same insured against within such
thirty (30) day period, Purchaser may elect, on or before the Closing Date,
to (i) terminate this Agreement (in which case the Xxxxxxx Money shall be
returned to Purchaser) and neither party shall have any further liability
or obligation to the other hereunder, or (ii) accept the property subject
to any such encroachment or violation.
6.2 Inspection. This Agreement shall be further subject to and
contingent upon Purchaser's satisfactory inspection as follows herein below.
6.2.1 Preparation for Inspection. At the execution of this Agreement,
Seller shall deliver to Purchaser copies of the following: The current rent roll
for the Property; detailed statements of income and expenses with respect to
the Property for the past two years; the most recent tax bills for the
Property; utility bills for the Property for the twelve (12) months previous
to the date hereof; all insurance policies applicable to the Property to
include loss runs for the last two (2) years; Plans and Specifications for
the Property, service contracts, Certificates of Occupancy, to the extent
reasonably available; a copy of the title policy and most recent survey for
the Property. A copy of any environmental or engineering reports on the
property. All these items shall be certified by Seller to be accurate and
complete to the best of its knowledge and belief.
6.2.2 Inspection of Books and Records; Access. Upon receipt by
Purchaser of all documents requested in the paragraph above, Purchaser,
its employees, agents and contractors shall have 14 days (the "Inspection
Period") to enter upon the Property subject to the rights of the tenants during
normal business hours for the purpose of making physical inspections thereof,
including but not limited to roofs, heating, cooling, electrical and
plumbing systems, swimming pool, appliances, and structural elements of the
buildings. Upon the conclusion of the Inspection Period this contract shall
be deemed to be a firm agreement of purchase and sale binding the parties
hereto, except as it may be terminated by other provisions and conditions
contained herein, including but not limited to the condition imposed by
Paragraph 6.1(A) above.
6.2.3 Right of Termination During Inspection Period. Purchaser shall
also be permitted to review all original leases, expense records, tenant cards
and occupancy data available. If Purchaser is not satisfied, in its sole and
exclusive discretion, with the state of maintenance and repair of the Property
or the rents, occupancy or expenses of the Property, then notwithstanding
anything contained herein to the contrary, Purchaser shall have the
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right to terminate this Agreement by giving written notice to Seller before the
end of the Inspection Period, and no party hereto shall have any further
liability to any other party hereto, and all deposits shall be returned to
Purchaser.
6.2.4 "Rent Ready". During the "Inspection Period", both Seller and
Purchaser will inspect an apartment unit at the Property and mutually agree
that said apartment shall be representative of a "rent ready" unit by which
all other units shall be judged for "rent ready" condition at closing. All
vacant apartment units, are to be in a "rent ready" condition (as defined
above), at the time of closing, containing, but not limited to the following
amenities, i.e., carpet, refrigerator, range, garbage disposal, heating,
plumbing and electrical systems.
6.2.5 Condition of Personal Property at Closing. All personal
property included in the sale and all mechanical, electrical, heating, air
conditioning, sewer, water and plumbing systems will be in the same
working order at the time of closing and in the same condition as at the
time of the initial inspection by Purchaser. If Seller fails to make reasonable
efforts to conserve the property, Purchaser shall have the option of waiving
such requirement, in writing, and proceeding to closing, or Purchaser may
void this Agreement and obtain a prompt return of its deposit.
ARTICLE VIII
CLOSING
7.1 Closing. Closing will be held on September 24, 1996 after the
completion of the Inspection Period at such place and at such time as the
parties may agree.
7.2 Seller's Deliveries. At closing, Seller shall execute and
deliver to Purchaser the Special Warranty Deed referred to in Paragraph 3
hereof and shall also execute, where necessary, and deliver to Purchaser,
the following:
(A) A Xxxx of Sale, with warranty of title transferring the personal
property (as shown in Schedule B) to Purchaser free of all liens, charges
and encumbrances.
(B) Originals or copies of all signed leases and rental agreements in
effect with tenants of the Property shall be provided on site.
(C) INTENTIONALLY OMITTED. There are no security deposits.
(D) An affidavit of Seller in such form as will cause the Title Company
to omit from the title insurance policy the exclusion relating to unrecorded
mechanic's and materialmen's liens.
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(E) A rent roll certified by Seller to be true and correct as of the
date of closing showing the name of, and the amount of monthly rental payable,
by each tenant of the Property, the apartment occupied by the tenant, the
date to which rent has been paid, any advance payment of rent, and the amount of
any escrow, or security deposit of tenant.
(F) An affidavit of Seller that to the best of its information and
belief there are, on the date of closing, no unsatisfied judgments, creditor's
claims, tax liens, or pending bankruptcies involving Seller.
(G) Seller shall provide, a certificate from a licensed extermination
contractor, who is regularly engaged in the business of pest control, that all
buildings are free from any termite or other wood-boring insect infestation.
Said certificate shall be dated within 90 days of closing, bearing the
Contractor's name, contractors license number, the signature of the party
authorized to sign for the Contractor and the date of the inspection. Should
damage exist, Seller shall proceed to have any corrective work completed prior
to closing or Purchaser, at its option, may either proceed to settlement and
have such sums required for repairs deducted from Seller's proceeds, or
may in its sole discretion terminate this Agreement. Seller shall promptly
return Purchaser's deposit upon such termination.
(H) Assignments of all Seller's interest in the following: (1) all
assignable licenses, and permits relating to the operation of the Property,
(2) the leases and rental agreements with tenants of the Property, and (3)
the existing Property telephone number.
(I) Assignments of all warranties and guarantees to the extent such are
still in effect and provide Purchaser with copies of all such warranties and
guarantees without limitation for all appliances, dishwashers, disposals,
refrigerators, heating and air conditioning units, washers and dryers.
(J) Evidence satisfactory to Purchaser that all water, sewer, gas,
electric, telephone, and drainage facilities and all other utilities required
by law or by the normal use and operation of the Property are and at the
time of closing will be installed to the property line, are and at the
time of closing will be connected pursuant to valid permits, and are and at the
time of closing adequate to service the Property and to permit full compliance
with all requirements of law and normal usage of the Property by the tenants
thereof and their licensees and invitees.
(K) Consent of the Seller's authorized officer to the sale of the
Property and any other approvals required under Seller's articles or by-laws,
which may affect Seller's ability to convey marketable title.
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(L) Provide documents for the transfer of the telephone, electric,
water and sewer, and gas utilities, as may be required by the utility, for
execution at closing.
(M) Satisfactory evidence of the power and authority of Seller to enter
into and consummate this agreement, including but not limited to:
(i) An opinion of Seller's counsel, in a form satisfactory
to Purchaser, stating that:
(a) The individual(s) executing the deed and related
documents are duly authorized to do all such acts as are necessary to
consummate this sale, without further consent of any other party.
(b) That the partner or officer can bind the
Partnership or Corporation.
(N) Affidavit that Seller has no actual knowledge of the presence of
asbestos and/or any other hazardous material at the Property.
(O) Seller shall provide a satisfactory and valid written termination
of the management agreement executed by the existing management and rental agent
for the Property, without cost to the Purchaser.
(P) A notice letter to all the residents of the apartment complex as to
change of ownership in the form prepared by the Purchaser as approved and
signed by Seller.
(Q) All such other documents as are normally transferred at settlement
in the jurisdiction in which the property is located or are reasonably requested
by Purchaser or its counsel.
(R) A representation letter as normally required by auditors for a
public company in the form attached hereto as Exhibit D. This clause shall
survive closing for six months.
7.3 Purchaser's Deliveries. At closing and contemporaneously with the
Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price, adjusted for
the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of obligations under leases,
securities, any contracts which may be accepted by the Purchaser and any
other obligations specifically set forth herein.
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(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been duly authorized, executed and
delivered by the Purchaser and is a valid and binding agreement of
Purchaser, and
(ii) Purchaser has complete unrestricted power to buy the
Property from the Seller and to execute any documents required to
effectuate the transfer.
ARTICLE VIII
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Representations of the Parties. Seller warrants (which
warranties shall not survive settlement unless designated to the contrary)
that as of the date of closing hereof:
(A) That Seller, is the owner in fee simple of the Property and has the
power to convey same.
(B) That Seller is not subject to any other agreements or arrangements,
with the exception of those contained in any existing mortgage documents
which would prevent Seller from selling the Property to Purchaser. This warranty
shall survive for one year following closing.
(C) All necessary action has been taken by Seller to authorize the
execution of this Agreement and the performance of the obligations contemplated
hereunder, which are not excluded elsewhere in existing mortgage documents.
This warranty shall survive for one year following closing.
(D) Seller has no actual knowledge and has not been advised in
writing that it is in default under any lease, rental agreement service or
equipment contract, or mortgage or other encumbrances relating to the Property.
This warranty shall survive for one year the following closing.
(E) INTENTIONALLY OMITTED.
(F) Seller has no actual knowledge of any existing or threatened
litigation which relates to or which would affect the Property. This warranty
shall survive for one year following closing.
(G) The Property abuts on and has direct vehicular access to a public
road.
(H) All building and other improvements at the Property are located
entirely within the boundary lines of the
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Property.
(I) Seller has no actual knowledge that any part of the Property or the
operation of the Property, is in violation or may violate any governmental
statute, regulation, ordinance or building code or of any private restriction,
that any governmental authority requires any work to be done on or affecting
the Property, or that any governmental authority has expressed an intent to
condemn or to make special improvements for the benefit of the Property or any
part thereof. (The County has previously condemned and taken a strip of
property for the widening of Providence Road.)
(J) That to the best knowledge of the Seller, the drainage within
the project is satisfactory and complies in all respects with all
government regulation.
(K) That Seller is not a "foreign person" within the meaning of the
Internal Revenue Code of 1954, as amended (the "Code"), and that Seller will
furnish to Purchaser prior to closing an affidavit in form satisfactory to
Purchaser confirming the same.
(L) That to the best of Seller's knowledge, the Property was never
utilized as a disposal site for hazardous waste products and this representation
shall survive for a period of six months.
(M) Seller covenants and agrees that, between this date and the date of
closing, Seller shall continue to maintain, operate and manage the Property in
a manner consistent with its prior practices, making every reasonable effort
to do nothing which might damage the reputation of the Property or the
relationships with the tenants. Seller shall not permit the modification,
extension or cancellation of any tenant lease (except in accordance with the
terms of such lease) or any dealing with any tenant other than the ordinary
course of managing the Property, without the prior written consent of Purchaser.
If the leases of any tenants expire before thirty (30) days after the date of
closing, Seller shall, up to the date of closing and without cost to the
Purchaser, continue its normal course of operation with respect to causing
tenants to be obtained for apartments which are unrented.
8.2 Continuation of Representations, Warranties and Covenants to the
Date of Closing. If each of the warranties set forth in this section does not
remain true up to and including the time of closing as to any material
matters, this Agreement, at Purchaser's election, shall be terminated, Seller
shall return all payments made by Purchaser, or Purchaser may elect to
close the sale and waive failure of the warranties.
8.3 Breach of Representations, Warranties and
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Covenants. (A) Notwithstanding the provisions of 8.2 above, Seller shall
indemnify Purchaser for all reasonable costs incurred as a result of the failure
of any of Seller's representations, warranties or covenants contained herein to
remain true as of the date of closing.
(B) In the event that Purchaser shall breach any warranties, it agrees
to indemnify Seller for any reasonable costs and expenses that Seller may
have incurred.
ARTICLE IX
CONDEMNATION; RISK OF LOSS
9.1 Property Damage. If, prior to closing, any part of the Property is
damaged by fire or other casualty to the extent of $50,000 or more, Seller shall
repair such damage before the date provided herein for closing. If such damage
cannot be repaired by such time, this Agreement may be canceled at the option
of the Purchaser. In the event of cancellation as aforesaid, this Agreement
shall become null and void and the parties shall be released and all payments
made shall be returned. Should Purchaser elect to carry out this Agreement
despite such damage Seller shall assign to Purchaser all insurance proceeds
arising from such damage and will compensate Purchaser for lost rent
collections to the extent of insurance proceeds received. Seller shall
promptly notify Purchaser in writing upon the occurrence of any such damage.
9.2 Condemnation. In the event of any actual or threatened taking,
pursuant to the power of eminent domain, all or any part thereof, or any actual
or proposed sale in lieu thereof, the Seller shall give written notice thereof
to the Purchaser promptly after Seller learns or receives notice thereof.
Upon a taking of a material part of the Property (any part of the building
or more than 5% of the parking area), Purchaser may elect to either (a)
terminate this Agreement, in which event the Deposit shall be immediately
returned to Purchaser and all other rights and obligations of the parties
hereunder shall terminate immediately, or (b) to waive its right to terminate
this Agreement and proceed to closing, in which event all proceeds, awards
and other payments arising out of such condemnation or sale (actual or
threatened) shall be paid to the Purchaser at closing, if such payment has
been received or Seller shall assign to Purchaser the rights to such payments.
Notwithstanding the previous condemnation to facilitate the widening of
Providence Road.
9.3 Risk of Loss. Prior to closing, all risks of loss or damage by
every casualty shall be borne by the Seller.
ARTICLE X
BROKER'S COMMISSION
10.1 Commission. Purchaser agrees to pay a
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brokerage fee to FIRST UNION MORTGAGE CORPORATION of Richmond, VA, and Seller
agrees to pay a brokerage fee to FIRST UNION MORTGAGE CORPORATION of Charlotte,
NC, pursuant to separate agreements between the parties. Said brokerage
fees shall be deemed earned if, and only if, settlement occurs hereunder, and
shall not be deemed earned even if Purchaser and/or Seller wrongfully fail(s)
to consummate the purchase and sale herein contemplated. Seller and Purchaser
represent and warrant to each other that no other brokerage fees are or shall
be owing in connection with this transaction or in any way with the Apartments
and Seller and Purchaser hereby indemnify and hold the other harmless from any
and all claims of any other person so claiming.
ARTICLE XI
DEFAULT
11.1 Default Defined. Default for the purpose of this Agreement shall
mean any failure by Seller or Purchaser to fulfill all the terms, conditions
and covenants contained herein, however, it shall not be an event of default
for either party to exercise its rights to terminate this contract as contained
in other provisions herein.
11.2 Seller's Default. Upon Seller's default, the Purchaser, at it's
election, may either (1) require specific performance of Seller, or (2)
cancel this Agreement and obtain a prompt return of the deposit, in which
case this Agreement shall be terminated and the parties released from all
obligations hereunder, or (3) the Purchaser may waive such defaults and
proceed to settlement. Seller shall indemnify Purchaser for any reasonable
costs incurred by Purchaser if Purchaser elects to pursue its option (1)
noted above, to include reasonable attorney fees and billed at their normal
hourly rate.
11.3 Purchaser's Default. Upon Purchaser's default, this Agreement
shall be terminated and both parties released from all obligations hereunder,
and the deposit shall be retained by the Seller as liquidated damages.
Seller shall have no other remedy against Purchaser in the event of Purchaser's
default.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Entire Agreement. This Agreement sets forth the entire
understanding between the parties; it supersedes all previous agreements and
representations which are deemed merged herein and may not be modified
except in writing.
12.2 Assignment. Purchaser may assign this Agreement without the
consent of Seller.
12.3 Severability. If any provision, sentence, phrase
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or word of this Agreement or the application thereof to any person or
circumstance shall be held invalid, the remainder of this Agreement or the
application of such provision, sentence, phrase, or word to persons or
circumstances, other than those as to which it is held invalid, shall
remain in full force and effect.
12.4 Binding Effect. The parties to the Agreement mutually agree that
it shall be binding upon and inure to the benefit of their respective
heirs, representatives, successors in interest and assigns.
12.5 Controlling Law. It is the intent of the parties hereto that all
questions with respect to the construction of this Agreement and the rights
and liabilities of the parties shall be determined in accordance with the
provisions of the laws of the State set forth in Par. 1.1.
12.6 Counterparts. To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear in each
counterpart hereof, and it shall be sufficient that the signature on behalf
of both parties hereto appear on one or more such counterparts. All
counterparts shall collectively constitute a single contract.
12.7 Incorporation by Reference. All of the Exhibits referred to herein
and/or attached hereto shall be deemed to constitute a part of the Agreement.
12.8 Headings. The headings of the Articles and sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
of the Agreement.
12.9 Construction of Contract. Each party hereto have reviewed and
revised (or requested revisions of) this Agreement, and therefore the normal
rule of construction that any ambiguities are to be resolved against a
particular party shall not be applicable in the construction and interpretation
of this Contract or any amendments or exhibits hereto.
ARTICLE XIII
NOTICE
13.1 Notice. All notices required or permitted to be given under this
Agreement shall be in writing and shall be sent or delivered to the address
set forth below (or such other address as may be hereafter specified in
writing):
To Seller: Sterling Apartments LLC
x/x Xxxxxx Xxxxx, Xxx.
0000 Xxxx Xxxxx Xxxxxxxxx - Xxxxx 000
Xxxxxxx, XX 00000
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To Purchaser: X. X. Xxxxxxx
Cornerstone Realty Group, Inc.
000 X. Xxxx Xxxxxx
Xxxxxxxx, XX 00000
With a copy to
Purchaser's Attorneys: Xxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxxxxxx
000 Xxxxxxxx Xx., X.X. Xxx 000
Xxxxxxxxxx, XX 00000
-and-
Xxx Xxxxxx, Esq.
Xxxxxxx, Xxxxxx & Xxxxxxx, P.A.
500 UCB Plaza
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
13.2 Delivery of Notice. Notices sent either by Registered or Certified
Mail, Return Receipt Requested, or by overnight express mail shall be deemed
given when deposited in the United States Mail, postage prepaid, or delivered
to a reliable overnight courier. Notices sent in any other manner shall be
deemed given only when actually delivered at the specified address.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed this day and date first written above.
SELLER:
STERLING APARTMENTS LLC
By: Xxxxx Properties, Inc., Manager
By: /s/ R. Xxxxxx Xxxxx
---------------------
Its: Vice President
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ X. X. Xxxxxxx
---------------------
Its: Senior Vice President
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