PURCHASE AND SALE AGREEMENT
Exhibit
10.27
This
PURCHASE AND SALE AGREEMENT (this “Agreement”) is
made as of May 13, 2010,
by and among Campus Crest Communities, Inc., a Maryland corporation (the “Company”), and
Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the
“Operating Partnership” and, together with the Company, the “Company Entities”),
and Xxxxx X. Xxxxxxxxx, an individual resident in the state of North Carolina, on behalf of himself
as an individual, and as the trustee of the Xxxxx X. Xxxxxxxxx Revocable Trust dated 1/3/08
(collectively, the “Contributor”).
WHEREAS, MXT Capital, LLC, a Delaware limited liability company (“MXT”), has formed
and is the sole stockholder of the Company, and the Company, through Campus Crest Communities GP,
LLC, its wholly-owned subsidiary, is the sole general partner of the Operating Partnership, and,
through Campus Crest Communities LP, LLC, its wholly-owned subsidiary, is the sole limited partner
of the Operating Partnership;
WHEREAS, the Company Entities were formed for the purpose of (i) continuing the student
housing business previously owned and conducted, directly or indirectly, by MXT’s wholly-owned
subsidiary, Campus Crest Group, LLC, a North Carolina limited liability company, and certain other
parties, including, but not limited to, Campus Crest Ventures I, LLC, a Delaware limited liability
company (“CCVI”), which is the owner of the entities identified in Schedule I attached
hereto (“Student Housing Entities”) as set forth below, and (ii) consummating the IPO (as
defined below);
WHEREAS, in connection with the potential initial public offering (the “IPO”) of the
Company’s common stock, par value $0.01 per share (the “Common Stock”), the Company intends
to file with the Securities and Exchange Commission a registration statement on Form S-11 after the
date of this Agreement (together with all amendments and supplements thereto, the “Registration
Statement’);
WHEREAS, the Contributor is a member of CCVI and Campus Crest at Carrollton, LLC, a Delaware
limited liability company (“Carrollton”); and
WHEREAS, the parties hereto desire that the Contributor transfer all of its ownership
interests in CCVI and Carrollton to the Operating Partnership in exchange for the consideration set
forth in Section 1.3 (the “Formation Transaction”) under terms and conditions as are set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company Entities and the Contributor agree as follows:
ARTICLE I.
FORMATION TRANSACTION
FORMATION TRANSACTION
1.1. Formation Transaction. Subject to the terms and conditions of this Agreement, each of the
Company Entities and the Contributor hereby consents to the Formation Transaction.
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1.2. Simultaneous Closing. The Formation Transaction shall close simultaneously with the
closing of the IPO, the receipt of the net proceeds of the IPO by the Company and the receipt by
Contributor of the Exchange Consideration (as defined below) (the “Closing”). The date on
which the Formation Transaction closes shall be the “Closing Date.”
1.3. Consideration for the Formation Transaction. Upon the Closing, the Contributor, in
exchange for the Contributor Interests, shall receive from the Operating Partnership $1,780,000 of
the net proceeds of the IPO in cash or other immediately available funds (the “Exchange
Consideration”).
1.4. Further Acts. The Company Entities and the Contributor shall perform, execute, and
deliver, or cause to be performed, executed, and delivered by their direct or indirect
subsidiaries, at the Closing or after the Closing, any and all further acts, instruments, and
agreements and provide such further assurances as the other parties may reasonably require to
consummate the Formation Transaction and otherwise satisfy the covenants and conditions
contemplated hereunder.
ARTICLE II.
CONDITIONS TO CLOSING
CONDITIONS TO CLOSING
2.1. Company Conditions to Closing. The obligations of each Company Entity hereunder are
subject to the satisfaction of the conditions set forth below on or before the Closing:
(a) Representations and Warranties True and Correct. The representations and warranties herein
of the Contributor shall be true and correct in all material respects as of the Closing Date;
(b) Covenants. The obligations of the Contributor hereunder, including without limitation,
with respect to the Formation Transaction, shall have been performed or complied with in all
material respects; and
(c) Closing Date. The Closing Date shall have occurred by no later than December 31, 2010.
2.2. Contributor’s Conditions to Closing. The obligations of the Contributor hereunder are
subject to the satisfaction of the conditions set forth below on or before the Closing:
(a) Representations and Warranties True and Correct. The representations and warranties herein
of each of the Company Entities shall be true and correct in all material respects as of the
Closing Date;
(b) Covenants. The obligations of the Company Entities hereunder, including without
limitation, with respect to the Formation Transaction, shall have been performed or complied with
in all material respects; and
(c) Closing Date. The Closing Date shall have occurred by no later than December 31, 2010.
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2.3. Abandonment of IPO. If, at any time, the Company shall determine in its sole and absolute
discretion to abandon the IPO, this Agreement shall be immediately terminated and thereupon each
party shall be released from its obligations hereunder and shall have no further liability
hereunder.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES AMONG THE PARTIES
REPRESENTATIONS AND WARRANTIES AMONG THE PARTIES
3.1. Definitions. As used in this Article III, the following terms shall have the following
meanings:
(a) “Actions” means all actions, litigation, complaints, claims, charges, accusations,
investigations, petitions, suits, arbitrations, mediations or other proceedings, whether civil or
criminal, at law or in equity, or before any arbitrator or Governmental Entity.
(b) “Code” means the Internal Revenue Code of 1986, as amended.
(c) “Governmental Entity” means any governmental agency or quasi-governmental agency,
bureau, board, commission, court, department, official, political subdivision, tribunal or other
instrumentality of any government, whether federal, state or local, domestic or foreign.
(d) “Liens” means any mortgages, pledges, liens, options, charges, security interests,
mortgage deed, restrictions, prior assignments, encumbrances, covenants, encroachments,
assessments, purchase rights, rights of others, licenses, easements, voting agreements, liabilities
or claims of any kind or nature whatsoever, direct or indirect, including, without limitation,
interests in or claims to revenues generated by such property.
(e) “Material Adverse Effect” means a material adverse effect, individually or in the
aggregate, on the business, financial condition, results of operations or properties of the Company
Entities and Student Housing Entities, taken as a whole, whether or not arising from transactions
in the ordinary course of business.
(f) “Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization or
Governmental Entity.
3.2. Representations by the Contributor. The Contributor represents and warrants to each of
the Company Entities, other than with respect to such matters set forth in the Contributor
disclosure schedule attached to this Agreement as Exhibit A, that each and every one of the
following statements is true, correct, and complete in all material respects as of the date of this
Agreement and will be true, correct, and complete in all material respects as of the Closing Date;
provided, however, that none of the representations and warranties hereunder with
respect to the Student Housing Entities shall apply with respect to any other party, as to which no
representations and warranties are being made by the Contributor hereunder:
(a) Organization and Power. The Contributor is duly organized, validly existing and in good
standing under the laws of the state of its formation and has full right,
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power, and authority to enter into this Agreement, and to assume and perform all of its
obligations under this Agreement. The execution, delivery and performance of this Agreement have
been duly authorized by the Contributor, and this Agreement constitutes the legal, valid and
binding obligation of the Contributor, enforceable against it in accordance with its terms, subject
to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of
creditors’ rights generally and to general principles of equity.
(b) Capitalization. The interests owned by the Contributor in CCVI and Carrollton
(collectively, the “Contributor Interests”) constitute all of the issued and outstanding
interests owned by the Contributor in CCVI and Carrollton that will be conveyed by the Contributor
to the Company Entities in accordance with the Formation Transaction. The Contributor is the sole
owner of the Contributor Interests, beneficially and of record free and clear of any Liens of any
nature, except Liens that would not have, or reasonably be expected to have, a Material Adverse
Effect, and has full power and authority to convey the Contributor Interests, free and clear of any
Liens, except Liens that would not have, or reasonably be expected to have, a Material Adverse
Effect, and, upon delivery of the Exchange Consideration as herein provided, the Company (or its
direct or indirect subsidiary) will acquire good and valid title thereto, free and clear of any
Liens except Liens created in favor of the Company Entities by the transactions contemplated hereby
and such Liens that would not have, or reasonably be expected to have, a Material Adverse Effect.
There are no rights to purchase, options or similar rights relating to any of the Contributor
Interests. Except as contemplated in the Formation Transaction, the Contributor has no commitment
or legal obligation, absolute or contingent, to any other Person other than the Company Entities to
sell, assign, transfer or effect a sale of any right, title or interest in or to any the
Contributor Interests.
(c) No Litigation. To the Contributor’s knowledge, except for Actions covered by existing
policies of insurance and Actions being defended by the Student Housing Entities, there are no
other Actions pending or threatened, affecting all or any portion of the Contributor Interests or
the Contributor’s ability to consummate the Formation Transaction. The Contributor has no knowledge
of any outstanding order, writ, injunction or decree of any court, Governmental Entity or
arbitration against or affecting all or any portion of the Contributor Interests which would impair
the Contributor’s ability to consummate the Formation Transaction.
(d) No Consents. Except as shall have been cured, consented to or waived in writing by the
Company prior to the Closing or except as set forth on Schedule II attached hereto, to the
Contributor’s knowledge, none of the execution, delivery or performance of this Agreement, any
agreement contemplated hereby and the transactions contemplated hereby and thereby does or will,
with or without the giving of notice, lapse of time, or both, (i) violate, conflict with, result in
a breach of, or constitute a default under or give to others any right of termination,
acceleration, cancellation or other right adverse to the Company Entities of (A) the organizational
documents, including the charters and bylaws, if any, of the Contributor, (B) any agreement,
document or instrument to which the Contributor is a party or by which the Contributor is bound or
(C) any term or provision of any judgment, order, writ, injunction, or decree, or require any
approval, consent or waiver of, or make any filing with, any person or governmental or regulatory
authority or foreign, federal, state, local or other law binding on the Contributor or by which the
Contributor or any of its assets or properties are bound or subject;
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provided in the case of (B) and (C) above, unless any such violation, conflict, breach or
default would not have a Material Adverse Effect or (ii) result in the creation of any Lien upon
any of the Contributor Interests except such Liens that would not have, or reasonably be expected
to have, a Material Adverse Effect.
(e) No Breach or Default. Except as shall have been cured, consented to or waived in writing
by the Company prior to the Closing or except as set forth on Schedule II attached hereto,
to the Contributor’s knowledge, none of the execution, delivery or performance of this Agreement
and the Formation Transaction does or will, with or without the giving of notice, lapse of time, or
both, (i) violate, conflict with, result in a breach of, or constitute a default under or give to
others any right of termination, acceleration, cancellation or other right adverse to the Company
Entities of (A) the organizational documents, including the charters and bylaws, if any, of the
Contributor, (B) any agreement, document or instrument to which the Contributor is a party or by
which the Contributor is bound or (C) any term or provision of any judgment, order, writ,
injunction, or decree binding on the Contributor or by which the Contributor or any of its assets
or properties are bound or subject; provided in the case of (B) and (C) above, unless any such
violation, conflict, breach or default would not have a Material Adverse Effect or (ii) result in
the creation of any Lien upon any of the Contributor Interests or any interests therein except such
Liens that would not have, or reasonably be expected to have, a Material Adverse Effect.
(f) No Related Party Transactions. There are no material contracts, agreements or other
transactions between any Company Entity or Student Housing Entity or any of their respective
affiliates, on the one part, and the Contributor, on the other part.
(g) No Broker or Finder. There are no contracts, agreements or understanding between the
Contributor and any other person that would give rise to a valid claim against any Company Entity
or any underwriter under the IPO for a brokerage commission, finder’s fee or other like payment in
connection with the IPO or other transactions contemplated by this Agreement.
(h) Withholding; Non-Foreign Status. The Contributor is not subject to any federal withholding
provisions in connection with the Formation Transaction, including withholding of sales proceeds to
foreign persons. The Contributor is a United States person (as defined in Section 7701(a)(30) of
the Code), and is, therefore, not subject to the provisions of the Code relating to the withholding
of sales proceeds to foreign persons.
(i) Reserved.
(j) Solvency. The Contributor has been and will be solvent at all times prior to and for the
ninety (90) day period immediately following the transfer of the Contributor Interests to the
Operating Partnership.
(k) FINRA Affiliation. The Contributor represents severally that neither it nor any affiliate
of the Contributor is a member, affiliate of a member or person associated with a member of the
Financial Industry Regulatory Authority (“FINRA”). The Contributor further represents
severally that neither it nor any of its affiliates owns any stock or any other securities
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of any FINRA member not purchased in the open market, or has made any outstanding subordinated
loans to a FINRA member. (A company or natural person is presumed to control a member of FINRA and
is therefore presumed to constitute an affiliate of such member if the company or person is the
beneficial owner of 10% or more of the outstanding securities of a member which is a corporation.
Additionally, a natural person is presumed to control a member of the FINRA and is therefore
presumed to constitute an affiliate of such member if such person has the power to direct or cause
the direction of the management or policies of such member.)
(l) For purposes of this Section 3.2, “knowledge” of the Contributor shall be limited to the
actual knowledge as of the date of this Agreement of Xxxxx X. Xxxxxxxxx.
3.3. Representations by the Company and Operating Partnership. Each of the Company Entities
represents and warrants to the Contributor that each and every one of the following statements is
true, correct, and complete in every material respect as of the date of this Agreement and will be
true, correct, and complete in every material respect as of the Closing Date:
(a) Organization and Power. Such entity is duly organized, validly existing and in good
standing under the laws of the state of its formation and has full right, power, and authority to
enter into this Agreement, and to assume and perform all of its obligations under this Agreement.
The execution, delivery and performance of this Agreement have been duly authorized by such entity,
and this Agreement constitutes the legal, valid and binding obligation of such entity, enforceable
against such entity in accordance with its terms, subject to bankruptcy, reorganization, insolvency
and other similar laws affecting the enforcement of creditors’ rights generally and to general
principles of equity.
(b) Litigation. To such entity’s knowledge, except for Actions covered by existing policies of
insurance and Actions being defended by the Student Housing Entities, there are no other Actions
pending or threatened, that are reasonably likely to materially and adversely affect the ability of
the Company Entities or any Student Housing Entity to perform their obligations hereunder, or
otherwise delay the consummation of any of the transactions contemplated hereby (including, without
limitation, the Formation Transaction).
(c) No Consents. To such entity’s knowledge, no authorization, consent, approval or waiver, or
filing with, any Person, Governmental Entity or regulatory authority is required in connection
with, the execution, delivery, and performance of this Agreement on the part of such entity other
than as expressly set forth on Schedule III attached hereto.
(d) For purposes of this Section 3.3, “knowledge” of the Company Entities shall be limited to
the actual knowledge as of the date of this Agreement of Xxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx and
Xxxxxx X. Xxxxxxx, Xx.
3.4. Survival. Each of the representations and warranties contained in this Article III shall
survive the Closing.
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ARTICLE IV.
COVENANTS
COVENANTS
4.1. From the date hereof through the Closing Date, and except in connection with the
Formation Transaction, the Contributor shall not:
(a) Sell, transfer, redeem, repurchase (or agree to sell, transfer, redeem or repurchase) or
otherwise dispose of, or cause or allow the sale, transfer, redemption, repurchase or disposition
of (or agree to do any of the foregoing), all or any portion of the Contributor Interests;
(b) Pledge or encumber (or permit to become encumbered) all or any portion of the Contributor
Interests; or
(c) Cause or take any action that would render any of its representations or warranties as set
forth herein untrue in any material respect.
4.2. From the date hereof and subsequent to the Closing for a period of six (6) years, the
Contributor agrees to provide the Company with such tax information relating to any of the Student
Housing Entities as reasonably requested by the Company and to cooperate with the Company with
respect to the filing of tax returns; provided that the Company shall be responsible for all costs
thereof.
4.3. The Contributor covenants to use reasonable efforts (a) to prevent the breach of any
representation or warranty of the Contributor hereunder, (b) to satisfy all covenants of the
Contributor hereunder and (c) to promptly cure any breach of a representation, warranty or covenant
of the Contributor hereunder upon its learning of same.
4.4. The Company shall:
(a) At or prior to Closing, cause each of the Student Housing Entities to timely satisfy each
of their obligations to Contributor for all periods prior to and through the Closing Date;
(b) At or prior to the Closing, make all filings and otherwise do all things so as to comply
with all applicable regulatory requirements of the New York Stock Exchange and FINRA in connection
with the IPO; and
(c) At or promptly following the Closing, satisfy all transaction costs incurred by the
Company Entities in connection with the Formation Transaction and the IPO, as determined by the
Company Entities in their sole and complete discretion.
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ARTICLE V.
INDEMNIFICATION
INDEMNIFICATION
5.1. Indemnities.
(a) The Contributor agrees to indemnify, defend and hold harmless the Company Entities and
their respective affiliates, shareholders, partners, directors, officers, employees,
representatives and agents, from and against all costs, expenses, losses and damages (including,
without limitation, reasonable attorney’s fees and expenses) (collectively, “Losses”)
incurred by such parties resulting from any misrepresentation or breach of representation, warranty
or covenants made by the Contributor. The provisions of this Section 5.1(a) shall survive the
Closing for a period of one (1) year and shall be subject to the limitations specified in Section
5. 1(d) hereof.
(b) The Company agrees to indemnify, defend and hold harmless the Contributor and its
affiliates, partners, managers, members, officers, employees, representatives and agents, from and
against all Losses incurred by such parties resulting from any misrepresentation or breach of
representation, warranty or covenants made by the Company Entities, but only to the extent such
Losses in the aggregate exceed $25,000. The provisions of this Section 5.1(b) shall survive the
Closing for a period of one (1) year. The Company’s obligations under this Section 5.1(b) shall not
apply to any affiliate, shareholder, officer, director, employee, representative or agent of the
Company and shall not exceed $50,000 in the aggregate.
(c) Upon written request by any indemnified party hereunder, the applicable indemnitor shall
defend same (if requested by any indemnified party, in the name of such indemnified party) by
attorneys and other professionals approved by such indemnified party. Notwithstanding the
foregoing, any indemnified parties may, in its sole and absolute discretion, engage its own
attorneys and other professionals to defend or assist such indemnified party, and, at the option of
such indemnified party, such attorneys shall control the resolution of any claim or proceeding,
providing that no compromise or settlement shall be entered without the applicable indemnitor’s
consent, which consent shall not be unreasonably withheld. Upon demand, an indemnitor shall pay or,
in the sole and absolute discretion of the applicable indemnified party, reimburse, such
indemnified parties for the payment of reasonable fees and disbursements of attorneys and other
professionals in connection therewith.
(d) In no event shall the amounts paid or payable by the Contributor in respect of the
obligations of the Contributor under Section 5.1(a) exceed the aggregate value of the Exchange
Consideration received by the Contributor as a result of the Formation Transactions pursuant to
Section 1.3.
ARTICLE VI.
MISCELLANEOUS
MISCELLANEOUS
6.1 Entire Agreement; Modifications and Waivers; Cumulative Remedies. This Agreement
constitutes the entire agreement among the parties hereto and may not be modified or amended except
by an instrument in writing signed by the parties hereto, and no provisions or conditions may be
waived other than by a writing signed by the party waiving such provisions or conditions. No delay
or omission in the exercise of any right or remedy accruing to a Company Entity or a Contributor
upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver
of any such breach theretofore or thereafter occurring. The waiver by a Company Entity or a
Contributor of any breach of any term, covenant, or condition herein stated shall not be deemed to
be a waiver of any other breach, or
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of a subsequent breach of the same or any other term, covenant, or condition herein contained.
All rights, powers, options, or remedies afforded to a Company Entity or a Contributor either
hereunder or by law shall be cumulative and not alternative, and the exercise of one right, power,
option, or remedy shall not bar other rights, powers, options, or remedies allowed herein or by
law, unless expressly provided to the contrary herein.
6.2 Notices. Any notice provided for by this Agreement and any other notice, demand, or
communication which any party may wish to send to another shall be in writing and either delivered
in person or sent by registered or certified mail or overnight courier, return receipt requested,
in a sealed envelope, postage prepaid, and addressed to the party for which such notice, demand or
communication is intended at such party’s address as set forth in this Section. The address for any
of the Company Entities for all purposes under this Agreement shall be as follows:
Campus Crest Communities, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
with a copy to:
Xxxxxxx Xxxxx Boult Xxxxxxxx LLP
One Federal Place
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
J. Xxxxxx Xxxxxxx
One Federal Place
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
J. Xxxxxx Xxxxxxx
The address of the Contributor for all purposes under this Agreement shall be as follows:
Xxxxx X. Xxxxxxxxx | ||||||
X.X. Xxx 0000 | ||||||
Xxxxxxxxx, XX 00000 | ||||||
Any address or name specified above may be changed by a notice given by the addressee to the
other parties. Any notice, demand or other communication shall be deemed given and effective as of
the date of delivery in person or receipt set forth on the return receipt. The inability to deliver
because of changed address of which no notice was given, or rejection or other refusal to accept
any notice, demand or other communication, shall be deemed to be receipt of the notice, demand or
other communication as of the date of such attempt to deliver or rejection or refusal to accept.
6.3 Exhibits. All exhibits and schedules referred to in this Agreement and attached hereto and
the recitals and introductory paragraphs to this Agreement are hereby incorporated in this
Agreement by reference.
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6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina, without regard to its conflicts of laws principles.
6.5 Severability. In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
herein.
6.6 Successors and Assigns. This Agreement may not be assigned by any Company Entity or any
Contributor without the prior approval of each Company Entity or Contributor, as applicable. This
Agreement shall be binding upon, and inure to the benefit of, each Company Entity, the Contributor,
and their respective legal representatives, successors, and permitted assigns.
6.7 Headings. Article headings and article and section numbers are inserted herein only as a
matter of convenience and in no way define, limit, or prescribe the scope or intent of this
Agreement or any part hereof and shall not be considered in interpreting or construing this
Agreement.
6.8 Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis
for this Agreement and shall be considered prima facie evidence of the facts and documents referred
to therein.
6.9 Counterparts. This Agreement may be executed in any number of counterparts and by any
party hereto on a separate counterpart, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute but one and the same
instrument. Copies of executed counterparts transmitted by telecopy, telefax or other electronic
transmission service shall be considered original executed counterparts.
6.10 Specific Performance. Each party to this Agreement agrees that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Each party to this Agreement agrees that each
other party hereto will be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the provisions of this Agreement in any federal or state
court located in the State of North Carolina (as to which each party to this Agreement agrees to
submit to jurisdiction for purposes of such action), this being in addition to any other remedies
to which such party may be entitled under this Agreement or otherwise at law or in equity.
6.11 Confidentiality. All press releases or other public communications of any kind relating
to the IPO or the transactions contemplated herein, and the method and timing of release for
publication thereof, will be subject to the prior written approval of the Company Entities.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
COMPANY ENTITIES: | ||||||||||
CAMPUS CREST COMMUNITIES, INC. | ||||||||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||||||||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||||||||
Title: | Chief Financial Officer | |||||||||
CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, LP |
||||||||||
By: | Campus Crest Communities GP, LLC, | |||||||||
Its General Partner | ||||||||||
By: | Campus Crest Communities, Inc. | |||||||||
Its Sole Member | ||||||||||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||||||||
Name: Xxxxxx X. Xxxxxxx, Xx. | ||||||||||
Title: Chief Financial Officer | ||||||||||
CONTRIBUTOR: | ||||||||||
/s/ Xxxxx X. Xxxxxxxxx | ||||||||||
Xxxxx X. Xxxxxxxxx | ||||||||||
XXXXX X. XXXXXXXXX REVOCABLE TRUST DATED 1/3/08 |
||||||||||
/s/ Xxxxx X. Xxxxxxxxx | ||||||||||
Xxxxx X. Xxxxxxxxx | ||||||||||
Its Trustee |
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Schedule I
Student Housing Entities and Contributor Interests
Student Housing Entities and Contributor Interests
Contributor | ||
Ownership | ||
Interests in | ||
Entity | Entity | |
Campus Crest Ventures I, LLC
|
4.024685% Contributor | |
THE GROVE AT ABILENE |
||
Campus Crest at Abilene, LP
|
49% Campus Crest Ventures I, LLC | |
THE GROVE AT NACOGDOCHES |
||
Campus Crest at Nacogdoches, LP
|
49% Campus Crest Ventures I, LLC | |
THE GROVE AT ELLENSBURG |
||
Campus Crest at Ellensburg, LLC
|
48% Campus Crest Ventures I, LLC | |
THE GROVE AT LAS CRUCES |
||
Campus Crest at Las Cruces, LLC
|
40% Campus Crest Ventures I, LLC | |
THE GROVE AT GREELEY |
||
Campus Crest at Greeley, LLC
|
40% Campus Crest Ventures I, LLC | |
THE GROVE AT MOBILE PHASE II |
||
Campus Crest at Mobile Phase II, LLC
|
50% Campus Crest Ventures I, LLC | |
THE GROVE AT CARROLLTON |
||
Campus Crest at Carrollton, LLC
|
49% Campus Crest Ventures I, LLC 24.99% Contributor |
|
THE GROVE AT ASHEVILLE |
||
Campus Crest at Asheville, LLC
|
49% Campus Crest Ventures I, LLC | |
THE GROVE AT MOBILE |
||
Campus Crest at Mobile, LLC
|
50% Campus Crest Ventures I, LLC | |
THE GROVE AT JACKSONVILLE |
||
Campus Crest at Jacksonville, AL, LLC
|
50% Campus Crest Ventures I, LLC |
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Schedule II
Consents for the Contributor
Consents for the Contributor
None, other than as shown on Exhibit A, hereto, which is incorporated herein by reference.
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Schedule III
Consents for the Company Entities
Consents for the Company Entities
The Registration Statement
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Exhibit A
Contributor Disclosure Schedule
Rights and restrictions in the Limited Liability Company Agreement of each of Campus Crest at
Carrollton, LLC, Campus Crest Ventures I, LLC or any of the Student Housing Entities or
restrictions in any loan agreements and related transaction documents of any of Campus Crest at
Carrollton, LLC, Campus Crest Ventures I, LLC or the Student Housing Entities.
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