January 26, 2016 Greg E. Brooks Richmond, Virginia 23230 Dear Greg:Landmark Apartment Trust, Inc. • January 27th, 2016 • Real estate investment trusts
Reference is made to that certain Agreement and Plan of Merger, dated as of October 22, 2015 (the “Merger Agreement”), by and among Landmark Apartment Trust, Inc. (the “Company”), Monument Partners, L.L.C. (“Parent”), Landmark Apartment Trust Holdings, LP (“Company LP”), Monument REIT Merger Sub, L.P. (“REIT Merger Sub”) and Monument Partnership Merger Sub, L.P. (“Partnership Merger Sub”), pursuant to which Partnership Merger Sub will merge with and into Company LP, with Company LP surviving as an indirect wholly-owned subsidiary of Parent (the “Partnership Merger”), and, following the Partnership Merger, the Company will merge with and into REIT Merger Sub, with REIT Merger Sub surviving as a direct wholly-owned subsidiary of Parent (the “REIT Merger”). Reference is also made to the Employment Agreement, dated as of May 7, 2015, by and between the Company and you (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascrib
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MONUMENT INTERMEDIATE HOLDINGS, LPLimited Partnership Agreement • January 27th, 2016 • Landmark Apartment Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2016, by and between Monument Ventures GP, L.L.C. (the “GP”), a Delaware limited liability company, as the general partner, and Monument Partners, L.L.C. (the “LP”), a Delaware limited liability company, as the limited partner.
