FOURTH AMENDMENT TO CONTRACT OF PURCHASE AND SALE
FOURTH AMENDMENT TO CONTRACT OF PURCHASE AND SALE
THIS FOURTH AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Fourth Amendment’) is made and entered into as of the 25th day of March, 2011 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and OXFORD RISE PARTNERS LLC, a Georgia limited liability company (“Oxford”), and XXXXXXXX OPPORTUNITY FUND, LLC, a Georgia limited liability company (“Xxxxxxxx”; Oxford and Xxxxxxxx are hereinafter referred to individually as a “Seller” and collectively as “Sellers”).
RECITALS
WHEREAS, Sellers and Purchaser entered into that certain Contract of Purchase and Sale dated as of September 29, 2010 with respect to that certain apartment project located in Xxxxxxx County, Pennsylvania, as amended by that certain First Amendment to Contract of Purchase and Sale dated as of December 14, 2010, as amended by that certain Second Amendment to Contract of Purchase and Sale dated as of December 28, 2010, and as further amended by that certain Third Amendment to Contract of Purchase and Sale dated as of February 15, 2011 (collectively, the “Contract”); and
WHEREAS, Sellers and Purchaser now desire to amend and modify the Contract as set forth below.
NOW, THEREFORE, for and in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby agree as follows:
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1.
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All capitalized terms used herein and not otherwise defined shall have those meanings ascribed to such terms in the Contract.
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2.
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The third full paragraph in Section 2 of the Contract regarding a potential “Earn Out Payment” is hereby deleted in its entirety.
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3.
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Except as expressly amended herein, all terms and conditions of the Contract remain in full force and effect.
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4.
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This Fourth Amendment may be executed via facsimile or electronic PDF counterpart and a facsimile or PDF signature page shall be deemed an original for purposes of this Fourth Amendment.
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[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have hereto signed, sealed, and delivered this Fourth Amendment as of the date first above written.
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PURCHASER:
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PREFERRED APARTMENT COMMUNITIES OPERATING
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PARTNERSHIP, L.P., a Delaware limited partnership
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By:
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Preferred Apartment Communities, Inc., a Maryland
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Corporation, its General Partner
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By:
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, its President
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and Chief Executive Officer
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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OXFORD RISE PARTNERS LLC, a
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Georgia limited liability company
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By:
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Oxford Rise Development, LLC, a
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Georgia limited liability company,
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its Manager
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By:
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/s/ W. Xxxxxx Xxxxx, Xx.
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W. Xxxxxx Xxxxx, Xx.,
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its Manager
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[SEAL]
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XXXXXXXX OPPORTUNITY FUND, LLC,
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a Georgia limited liability company
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By:
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Xxxxxxxx Opportunity Fund Manager, LLC,
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a Georgia limited liability company,
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its Manager
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By:
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Xxxxxxxx Realty Advisors, LLC, a
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Georgia limited liability company,
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its Manager
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By:
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/s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx., its President
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and Chief Operating Officer
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[SEAL]
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