AGREEMENT
Exhibit 10.27
AGREEMENT
THIS AGREEMENT (“Agreement”) is made as of the 16th day of August, 2005 (“Agreement
Date”), among M. XXXXXXX XxXXXXX and XXXXXX X. XXXXXXXXX, trustees of the NYC Land Trust, D.
XXXXXXX XXXXXX and XXXXXX X. XXXXXXXXX, trustees of the Sixty-four-616 Land Trust, M. XXXXXXX
XxXXXXX and XXXXXX X. XXXXXXXXX, trustees of the One Ninth Land Trust, S-V ASSOCIATES, a Virginia
general partnership, as the record owners, and XXXXXXX X. XXXX, as the beneficial owner
(collectively, “Owner”) and HM ACQUISITION GROUP, LLC, a Virginia limited liability company (the
“Company”); and HM CAPITAL GROUP, LLC, a Virginia limited liability company (“Purchaser”).
Background:
A. The Company was formed solely to acquire certain unimproved real property located in
Albemarle County (“County”), in the Commonwealth of Virginia, estimated to consist of 78-acres of
land, more particularly described on Exhibit A attached hereto (the “Land”) known as “Area
A of Hollymead Town Center”, for the purpose of investing in such real property for a mixed-use
commercial and residential project.
B. The Company holds fee title to the Property (as defined below). Owner owns all of the
outstanding membership interests in the Company. Purchaser desires to acquire all of the
membership interests in the Company from Owner.
Agreement:
In consideration of the mutual agreements herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following
terms and conditions:
1. DEFINITIONS
1.1 “Assignment” means an Assignment of Membership Interests in the form attached hereto as
Exhibit B, duly executed by Owner, so as to convey to Purchaser all of the Membership
Interests.
1.2 “Broker” means Xxxxx Xxxxx or Xxxxx X. Xxxxxxxx Mortgage Company.
1.3 “Closing” each mean such time as the Assignment is delivered to Purchaser.
1.4 “Closing Agent” means Chicago Title Insurance Company, Attention: Xxxxx Xxxxxx, 0000
00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX, Telephone: 000-000-0000, Facsimile:
000-000-0000.
1.5 “Documents” means all information and records possessed by Owner or to which Owner has
reasonable access relating to the Property, the physical condition thereof, and/or the use and
development of the Property including, without limitation, the most recent property tax bills,
title information, surveys, environmental testing, assessments, and reports, engineering reports,
soils reports, studies, test results, surveys, and including any architectural, design, and
development information pertaining to the Property such as site plans, drawings, correspondence
with municipal zoning and planning departments and other governmental authorities and agencies with
jurisdiction over the Property, materials relating to any litigation, condemnation, or other
proceedings affecting the Property.
1.6 “Environmental Law” means any law, statute, ordinance or regulation pertaining to
Hazardous Materials, health, industrial hygiene or the environment including, without limitation,
CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980) and RCRA
(Resources Conservation and Recovery Act of 1976).
1.7 “Hazardous Materials” means any asbestos, petroleum, petroleum product, dry cleaning
solvent or chemical, biological or medical waste, “sharps” or any other “hazardous substance,”
“toxic substance,” “hazardous waste” or “hazardous material” as defined in or regulated by any
Environmental Law in effect at the pertinent date or dates.
1.8 “Membership Interests” means the interests in the Company held by each of the Owners as
Members, being all of the outstanding equity interests in the Company.
1.9 “Permitted Exceptions” means only the following interests, liens and encumbrances:
(a) Liens for ad valorem taxes and assessments not yet due; and
(b) Other matters reflected in the Title Commitment and approved by Purchaser.
1.10 “Property” means the Land owned by the Company as described on Exhibit A attached
hereto together with all improvements located thereon, all appurtenances to such real property and
improvements, and all rights appurtenant to such real property.
1.11 “Purchase Price” means the sum of Forty Nine Million Dollars ($49,000,000.00) to be paid
on account of the purchase and sale of the Membership Interests.
1.12 “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing into the outdoor environment, including,
without limitation, the abandonment or discarding of barrels, drums, containers, tanks and other
receptacles containing or previously containing any Hazardous Material.
1.13 “Survey” means a map of a stake survey of the Property prepared by a licensed surveyor at
the request of Purchaser, which complies with Minimum Standard Detail Requirements for ALTA/ACSM
Land Title Surveys and is dated not earlier than the Agreement Date, and which is certified as of
the date said survey was made to the Company and the Title Company.
1.14 “Title Commitment” means a title commitment issued by the Title Company for the Property.
1.15 “Title Company” means Ticor Title Insurance Company, Attention: Xxxxxx Xxxxxxxxx, 0000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Telephone: 000-000-0000, Facsimile:
000-000-0000, through its local agent, Chicago Title Insurance Company.
1.16 “Title Policy” means a 1970 ALTA Form B Owner’s Policy of Title Insurance, issued by the
Title Company, in the amount of $52,000,000 insuring in the Company marketable, fee simple title to
the Property, in a form acceptable to Purchaser and subject only to the Permitted Exceptions.
2. RESERVED
3. PAYMENT OF PURCHASE PRICE
3.1 Initial Payment. At Closing, Purchaser shall pay the Purchase Price on account of
the Membership Interests, as follows (subject to credits, charges and adjustments as provided
below):
(a) Cash in the amount of $9,000,000.00 (the “Cash Payment”).
(b) A promissory note in the amount of $40,000,000 (the “Note”), secured by a first lien deed
of trust encumbering the Property (the “Deed of Trust”), the form of which will be mutually agreed
upon by
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Purchaser and Seller prior to Closing. The Note shall bear interest at the rate of 8% per
annum, payable one-half currently on a monthly basis and one-half at maturity, with principal due
and payable in annual installments of $10,000,000 on the first, second, third and fourth
anniversaries following the Closing, at which time all outstanding amounts shall be due and
payable, subject to satisfaction of the following conditions:
(i) Owner shall, on or before the first anniversary following the Closing, have completed the
site work described in the Land Finish Schedule attached hereto as Schedule 1 (the “Site
Work”).
(ii) Purchaser shall have the right to extend the first principal installment for a period of
three months, provided that all interest accrued for the first year is paid currently rather than
deferred until maturity.
The Deed of Trust will include provisions for release of each of the parcels composing the
Property on terms more particularly provided therein.
4. CLOSING.
The transactions contemplated by this Agreement shall be performed through a closing and
settlement with Closing Agent, on August 16, 2005, or as soon thereafter as the conditions to
closing described in Section 11 hereof have been satisfied (the “Closing Date”), in person
or by mail, as may be agreed by the parties.
4.1 Prior to the Closing Date, Owner shall deliver to Closing Agent:
(a) An Assignment of Membership Interests, in the form attached hereto as Exhibit B
(the “Assignment”), along with a resignation, duly executed by the managing member of the Company;
(b) Payoff instructions for the current deed of trust financing encumbering the Property;
(c) A FIRTA Certificate in the form attached hereto as Exhibit F (the “Certificate”);
(d) An owner’s affidavit, gap affidavit and such further instruments of conveyance, transfer
and assignment and other documents as may reasonably be required by the Title Company in order to
effectuate the provisions of this Agreement and the consummation of the transactions contemplated
herein;
(e) Resolutions authorizing the transactions described herein and the authority of the
signatories of the closing documents, certified by the appropriate authority;
(f) Such other documents as Purchaser or Title Company may reasonably request to effect the
transaction contemplated by this Agreement; and
(g) All Documents relating to the Property.
4.2 On the Closing Date, Purchaser shall deliver to Closing Agent:
(a) The Cash Payment;
(b) A duly executed counterpart of the Assignment;
(c) The Note and Deed of Trust, duly executed by Purchaser;
(d) Resolutions authorizing the transactions described herein and the authority of the
signatories of the closing documents, certified by the appropriate authority; and
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(e) Such other documents as the Title Company may reasonably request to effect the transaction
contemplated by this Agreement.
4.3 Disbursements and Other Actions By Closing Agent. On the Closing Date, Owner and
Purchaser shall each approve a closing statement itemizing the adjustments and disbursements to be
made at Closing and, subject to the satisfaction of the conditions to closing herein contained,
Closing Agent will promptly thereafter undertake all of the following:
(a) Deliver to Owner the Cash Payment, and less the amount of all items, costs and prorations
chargeable to the account of Owner;
(b) Deliver the Assignment and the accompanying resignation to Purchaser;
(c) Cause the Title Company to issue the Title Policy to the Company; and
(d) Deliver the Note to Owner and cause the Deed of Trust to be recorded.
4.4 At Closing, Owner shall be responsible for payment of:
(a) The brokerage commission payable pursuant to a separate agreement between Owner and
Broker;
(b) The cost of satisfying any liens or encumbrances on the Property;
(c) The cost of curing any Title Defects.
4.5 At Closing, Purchaser shall be responsible for payment of:
(a) The cost of the Title Policy and the Survey;
(b) Closing Agent’s fees and costs;
(c) The cost of recording the Deed and the Deed of Trust.
4.6 Prorations.
(a) All non-delinquent real estate taxes, assessments and special taxes on the Property
(collectively, the “Taxes”) shall be prorated as of the Closing based on the actual current tax
bills. Credits due the Company, as grantee, shall reduce the amount of Cash Payment, and credits
due Owner shall increase the amount of the Cash Payment due at Closing. All supplemental real
property taxes billed before or after the Closing which are allocable to periods prior to the
Closing shall be paid promptly by Owner, including without limitation taxes attributable to change
in land usage or the change in ownership of the Property prior to the Company’s acquisition of the
Property. Any tax refunds received by the Company which are allocable to the period prior to the
Closing shall be paid by the Company to Owner.
(b) All prorations shall be made as of the date of the Closing based on a 365 day year or a 30
day month, as applicable.
(c) Prior to Closing, Owner shall distribute all assets of the Company other than the Property
to its members, and Owner shall assume and undertake to perform all liabilities and obligations of
the Company, actual or contingent, known or unknown, other than the obligation to pay
non-delinquent taxes and assessments, and
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shall indemnify, defend and hold Purchaser and the Company harmless from and against all
claims, costs and expenses, including attorneys’ fees, arising therefrom. The provisions of this
Paragraph 4.6 shall survive Closing.
5. TITLE INSURANCE; INSPECTIONS
5.1 Title Insurance. Purchaser shall obtain the Survey and shall review the condition
of title to the Property, and shall have the right to notify Owner in writing prior to Closing of
any matters shown of record on the title to the Property and, if applicable, encroachments or other
items shown on the Survey, of which Purchaser disapproves (collectively, “Title Defects”). Owner
shall notify Purchaser whether Owner intends to cure any Title Defect or other objection. If Owner
elects to cure, Owner shall use diligent efforts to cure the Title Defects and/or objections. If
Owner elects not to cure or if such Title Defects and/or objections are not cured, Purchaser shall
have the right, in lieu of any other remedies, to: (i) receive a return of the Cash Payment,
together with all interest accrued thereon; or (ii) waive such Title Defects and/or objections.
6. WARRANTIES, REPRESENTATIONS AND COVENANTS OF OWNER
Owner warrants and represents as follows as of the date of this Agreement and as of the
Closing and where indicated covenants and agrees as follows:
6.1 Title; Organization; Validity; Conflict. The Company is the fee owner of all of
the Property, and at Closing title to the Property to free and clear of all liens, claims,
liabilities and encumbrances other than the Permitted Exceptions. S-V Associates is a partnership,
duly formed and validly existing under the laws of the Commonwealth of Virginia. Each of the
parties composing Owner which is a trust is a duly created and validly existing trust formed under
the laws of the Commonwealth of Virginia, and each trustee has the power and authority under the
respective trust agreements to execute, deliver and perform its obligations under this Agreement.
This Agreement has been duly and validly executed and delivered and is enforceable against each of
the parties composing Owner in accordance with its terms and all agreements, instruments and
documents contemplated hereby to be executed by Owner will be as of the Closing duly authorized,
executed and delivered and enforceable against Owner in accordance with their terms. Neither the
execution and delivery of this Agreement by Owner nor the consummation by Owner of the transaction
contemplated hereby (a) requires any further consent or approval, (b) conflicts with or constitutes
a default under any organizational documents or any other agreement, contract, instrument or
document, or (c) violates any court order or other governmental requirement.
6.2 The Company. The Company is a Virginia limited liability company, duly formed,
validly existing and in good standing under the laws of the Commonwealth of Virginia. Concurrently
herewith, Owner shall deliver to Purchaser all documents relating to the formation and operation of
the Company, including the articles of formation filed with the Virginia Secretary of State, and
the operating agreement of the Company (including any amendments, modifications or supplements
thereto) as executed by Owner. Owner owns all of the Membership Interests, free and clear of any
and all encumbrances, rights or claims of any third parties.
6.3 Sale Agreements; Leases; Contracts; Owner Documents. The Property is not subject
to any outstanding agreement(s) of sale, option(s), or other right(s) of third parties to acquire
any interest therein, except for this Agreement. There are no leases, other occupancy agreements
or licenses permitting persons to occupy or use any portion of the Property, either oral or
written, which would bind the Company or encumber the Property after the Closing. Except as shown
in Schedule 2, there are no management, service, maintenance, utility or other contracts or
agreements affecting the Property, oral or written, which would bind the Company or encumber the
Property after the Closing. Concurrently with the execution and delivery of this Agreement, Owner
will deliver to Purchaser copies of each Review Document.
6.4 Litigation; Condemnation. There is no litigation or proceeding pending, or to the
best of Owner’s knowledge, threatened against Owner relating to the Property. Neither the whole
nor any portion of the Property, including access thereto or any easement benefiting the Property,
is subject to temporary requisition of use by any
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governmental authority or has been condemned, nor is there now any pending or planned
condemnation, requisition or similar proceeding against the whole or any portion of the Property,
including access thereto or any easement benefiting the Property, excluding an action with regard
to road improvements which will be dedicated to public use, as more particularly described on
Schedule 1-B.
6.5 Assessments; Zoning; Governmental Notices. Owner has paid all taxes, assessments,
and other charges affecting or relating to the Property and no new assessments are known to affect
the Property. The proposed use of the Property for commercial and residential purposes is
consistent with the comprehensive plan of Albemarle County. Owner has not entered into any
commitments or agreements with any governmental authorities or agencies affecting the Property that
have not been disclosed in writing to Purchaser nor received any notice from any governmental
authorities or agencies of uncured violations at the Property of building, fire, air pollution or
zoning codes, rules, ordinances or regulations, environmental and hazardous substances laws, or
other rules, ordinances or regulations relating to the Property.
6.6 Environmental Matters. Owner has not, and has no knowledge of any other person
who has, caused any Release, threatened any Release, or disposal of any Hazardous Material at the
Property and Owner has not used any Hazardous Material at the Property and has no knowledge of any
other person doing so. To the best of Owner’s knowledge, the environmental condition of the
Property is as documented in the Phase I Environmental Assessment dated April 5, 2005, prepared by
Xxxxxxx Xxxxxx, PE.
6.7 Deleted.
6.8 Access to Documents. Owner has provided Purchaser with copies of or access to all
Documents in its possession materially impacting all or any part of the Property, or the
development of all or any part of the Property.
6.9 Certification. Owner (and none of the parties composing Owner) is not a “foreign
person” within the meaning of Sections 1445 or 897 of the Internal Revenue Code, and at Closing
will, execute and deliver the Certificate, or if Owner fails to do so, Purchaser may deduct and
withhold from the Cash Payment such amounts as may be required by Purchaser in order to satisfy its
tax withholding obligations under Federal and State laws.
6.10 Commissions. Owner shall be responsible for all brokerage commissions, finder’s
fees and other like payments payable in connection with this Agreement and/or the transaction
contemplated herein.
The obligations of Owner pursuant to this Section 6 shall survive Closing.
7. WARRANTIES AND REPRESENTATIONS OF PURCHASER
Purchaser hereby warrants and represents as of the date of this Agreement and as of the
Closing and where indicated covenants and agrees as follows:
7.1 Organization; Authority. Purchaser is duly organized, validly existing, and in
good standing under the laws of the state of its formation. Purchaser has the full power and
authority to execute, deliver and perform its obligations under this Agreement.
7.2 Authorization; Validity. This Agreement and all agreements, instruments and
documents herein provided to be executed by Purchaser are and as of the Closing will be duly
authorized, executed and delivered by and are and will be binding upon Purchaser.
7.3 Commissions. Purchaser has neither dealt with nor does it have any knowledge of
any broker or other party who has or may have any claim against Purchaser, the Company or Owner for
a brokerage commission or finder’s fee or like payment arising out of or in connection with the
transaction provided herein.
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8. RESERVED
9. RESERVED
10. CONDITIONS PRECEDENT
10.1 Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser
under this Agreement and the Note is subject to satisfaction (or written waiver by Purchaser) of
each of the conditions set forth below on the Closing Date and each payment date:
(a) Owner’s warranties and representations under this Agreement shall be true and correct
(without regard to any qualifications or limitations based on knowledge).
(b) All obligations of Owner contained in this Agreement, shall have been fully performed in
all material respects and Owner shall not be in default under any covenant, restriction,
right-of-way or easement affecting the Property.
(c) The Property being free and clear from any persons and entities, leases, temporary
occupancy agreements, licenses, and all other third-party rights of use or occupancy of the
Property or any part thereof.
(d) The Title Company shall have issued or irrevocably committed to issue the Title Policy,
subject only to the Permitted Exceptions.
10.2 Conditions Precedent to Owner’s Obligations. The obligations of Owner under this
Agreement are subject to satisfaction (or written waiver by Owner) of each of the following
conditions or requirements on the Closing Date:
(a) Purchaser’s warranties and representations under this Agreement shall be true and correct.
(b) All obligations of Purchaser contained in this Agreement shall have been fully performed
in all material respects.
10.3 Best Efforts. Subject to the provisions of this Agreement, each party shall use
reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to
consummate the transactions contemplated by this Agreement.
11. RESERVED
12. POST-CLOSING INDEMNITIES AND COVENANTS
12.1 Owner’s Indemnity. Should this transaction close, Owner shall indemnify, defend,
protect and hold harmless Purchaser and the Company from all claims, demands, liabilities, damages,
penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees and
disbursements, which may be imposed upon, asserted against or incurred or paid by Purchaser or the
Company by reason of, or on account of, any activities of the Company from its date of formation
until the Closing and any breach by Owner of Owner’s warranties, representations and covenants.
Owner’s warranties, representations and covenants, and the foregoing indemnity, shall survive the
Closing. Purchaser’s and the Company’s rights and remedies provided for herein against Owner shall
be in addition to, and not in lieu of all other rights and remedies at law or in equity.
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12.2 Purchaser Indemnity. Should this transaction close, Purchaser shall indemnify,
defend, protect and hold harmless Owner from all claims, demands, liabilities, damages, penalties,
costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements,
which may be imposed upon, asserted against or incurred or paid by Owner by reason of, or on
account of, any activities of the Company following the Closing and any breach by Purchaser of
Purchaser’s warranties, representations and covenants. Purchaser’s warranties, representations and
covenants, and the foregoing indemnity, shall survive the Closing. Except as otherwise set forth
herein, Owner’s rights and remedies herein against Purchaser shall be in addition to, and not in
lieu of all other rights and remedies of Owner at law or in equity.
13. CLOSING AGENT; DEPOSITS
13.1 Duties. By signing a copy of this Agreement, Closing Agent agrees to comply with
the terms hereof insofar as they apply to Closing Agent. Closing Agent shall receive and hold the
funds and documents to be held in Escrow in trust, to be disposed of in accordance with the
provisions of this Agreement.
13.2 Tax Identification. Owner and Purchaser shall provide to Closing Agent
appropriate Federal tax identification numbers.
14. MISCELLANEOUS
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and may not be modified, amended or
otherwise changed in any manner except by a writing executed by Purchaser, Owner and the Company.
14.2 Notices. All written notices and demands of any kind which either party may be
required or may desire to serve upon the other party in connection with this Agreement shall be in
writing and may be delivered (as an alternative to personal service) by registered or certified
mail, overnight courier service or facsimile (followed promptly by hard copy) at the addresses set
forth below:
| As to Owner: | ||||||
| Fax: |
| As to Purchaser: | ||||||
| Fax: |
Any such notice or demand given by reputable overnight courier with postage or charges thereon
fully prepaid and addressed to the party to be served at the addresses set forth above shall
constitute proper notice hereunder upon delivery to the addressee. Time-stamped facsimile
transmission confirmations or attempted transmission confirmations to the facsimile numbers above
shall constitute delivery at the time of such transmission or attempted transmission; however, all
facsimile sent pursuant hereto shall be followed-up with a hard copy in accordance with the
delivery requirements hereof. Refusal to accept delivery or inability to deliver due to change of
address shall be deemed receipt.
14.3 Headings. The titles and headings of the various sections hereof are intended
solely for means of reference and are not intended for any purpose whatsoever to modify, explain or
place any construction on any of the provisions of this Agreement.
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14.4 Construction; Severability. In the case of any uncertainty or ambiguity
regarding any part of this Agreement, the language shall be construed in accordance with its fair
meaning rather than being interpreted against the party who caused the uncertainty to exist. No
third parties, including any brokers or creditors, shall be beneficiaries hereof. Wherever the
terms “herein,” “hereof,” “hereunder,” and other like words are used, the same shall be deemed to
mean this Agreement as a whole, and not merely the particular section or provision in which the
respective word appears, unless the context in which the word appears requires otherwise. The
unenforceability, invalidity or illegality of any provision hereof shall not render any of the
other provisions herein unenforceable, invalid or illegal.
14.5 Waiver. Except as expressly set forth to the contrary herein, none of the
provisions of this Agreement or rights provided herein shall be deemed waived unless waived in
writing by the party benefited thereby.
14.6 Gender; Plural; Singular; Terms. A reference in this Agreement to any gender,
masculine, feminine or neuter, shall be deemed a reference to the other, and the singular shall be
deemed to include the plural and vice versa, unless the context otherwise requires. The terms
“herein,” “hereof,” “hereunder,” and other words of a similar nature mean and refer to this
Agreement as a whole and not merely to the specified section or clause in which the respective word
appears unless expressly so stated.
14.7 Deleted.
14.8 Time of Essence. Time is of the essence of this Agreement.
14.9 Date of Performance. If the date on which any performance required hereunder is
on a weekend or is a national holiday, then such performance shall be required on the next business
day thereafter.
14.10 Governing Law. This Agreement shall be governed by the laws of the Commonwealth
of Virginia and the parties hereto agree that any litigation between the parties hereto relating to
this Agreement shall take place (unless otherwise required by law) in a court located in the County
in which the Property is located. Each party waives its right to jurisdiction or venue in any
other location.
14.11 Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. Notwithstanding anything to the contrary set forth herein, Purchaser shall have the
right, upon written notice to Owner but without Owner’s consent, to assign Purchaser’s rights and
obligations under this Agreement to any other person or entity.
14.12 Joint and Several Obligations. The obligations and liabilities of NYC Land
Trust, Sixty-four-616 Land Trust,, One Ninth Land Trust, S-V Associates and, prior to Closing, HM
Acquisition Group, LLC, hereunder shall be joint and several, and any act or notice of or to or
refund to, or the signature of, any one or more of these entities shall be fully binding upon each
entity.
14.13 Survival. The obligations of Owner and Purchaser intended to be performed after
the Closing shall survive the Closing.
14.14 Further Instruments. Owner and Purchaser shall perform all acts and make,
execute and deliver such written instruments as shall be reasonably necessary to carry out the
terms and provisions of this Agreement.
14.15 Exhibits; Schedules. All Exhibits and Schedules attached hereto are incorporated
herein by reference to the same extent as though such exhibits were included in the body of this
Agreement verbatim.
14.16 Counterparts. This Agreement may be executed in several counterparts, each of
which may be deemed an original, and all of such counterparts together shall constitute one and the
same Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
OWNER:
/s/ M. Xxxxxxx XxXxxxx, Trustee
|
/s/ Xxxxxx X. Xxxxxxxxx, Trustee | |||
M. XXXXXXX XxXXXXX, Trustee of
|
XXXXXX X. XXXXXXXXX, Trustee of | |||
the NYC Land Trust
|
the NYC Land Trust | |||
/s/ D. Xxxxxxx Xxxxxx, Trustee
|
/s/ Xxxxxx X. Xxxxxxxxx, Trustee | |||
D. XXXXXXX XXXXXX, Trustee of
|
XXXXXX X. XXXXXXXXX, Trustee of | |||
the Six-Four-616 Land Trust
|
the Six-Four-616 Land Trust | |||
/s/ M. Xxxxxxx XxXxxxx, Trustee
|
/s/ Xxxxxx X. Xxxxxxxxx, Trustee | |||
M. XXXXXXX XxXXXXX, Trustee of
|
XXXXXX X. XXXXXXXXX, Trustee of | |||
the One Ninth Land Trust
|
the One Ninth Land Trust |
| S-V ASSOCIATES, a Virginia general partnership | ||||
By:
|
/s/ Xxxxxxx Xxxx | |||
Name: Xxxxxxx X. Xxxx
|
||||
Its: General Partner
|
||||
| PURCHASER: | COMPANY: | |||||
| HM CAPITAL GROUP, L.L.C., | HM ACQUISITION GROUP, LLC, | |||||
| a Virginia limited liability company | a Virginia limited liability company | |||||
By: ASSET CAPITAL PARTNERS, L.P., its Sole Member
|
By: | /s/ Xxxxxxx Xxxx | ||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: | ||||||
| By: ACC GP, LLC, its Managing Partner | ||||
| By: ASSET CAPITAL CORPORATION, INC., its Managing Member | ||||
By:
|
/s/ Xxxxx Xxxxxxxx | |||
| Xxxxx Xxxxxxxx, Chief Executive Officer | ||||
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