8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 2, 2012

Landmark Apartment Trust of America, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4901 Dickens Road, Suite 101 Richmond, Virginia		23230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 237-1335

Former name or former address, if changed since last report: Apartment Trust of America, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Agreement.

On August 3, 2012, Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.) (the “Company”) and Landmark Apartment Trust of America Holdings, LP (f/k/a Apartment Trust of America Holdings, LP), the Company’s operating partnership (the “Operating Partnership” and, together with the Company, the “ATA Parties”), entered into a series of definitive agreements which collectively set forth the terms and conditions pursuant to which the ATA Parties have agreed to:

• acquire a portfolio of 20 multifamily apartment communities (the “Contributed Properties”), containing an aggregate of 5,719 units, in exchange for aggregate consideration valued at approximately $435.9 million (subject to customary prorations), including approximately $176.1 million (subject to adjustment based on prorations and principal amortization) in common units of limited partnership interest in the Operating Partnership (“Common Units”) valued at $8.15 per unit and approximately $8.0 million in cash, as well as the assumption by the ATA Parties of approximately $251.8 million of in-place mortgage indebtedness encumbering the Contributed Properties (based on principal amounts outstanding as of June 30, 2012);

• acquire a 360-unit multifamily apartment community known as Andros Isles Apartments (“Andros”), in exchange for aggregate consideration valued at approximately $45.0 million (subject to customary prorations), including approximately $9.1 million (subject to adjustment based on prorations and principal amortization) in Common Units valued at $8.15 per unit and approximately $6.0 million in cash, as well as the assumption by the ATA Parties of approximately $29.9 million of in-place mortgage indebtedness encumbering the property (based on the principal amount outstanding as of June 30, 2012) (additional consideration of up to $4.0 million is payable for the Andros property subject to an earn-out contingency based on net operating income hurdles over a four-year period);

• issue and sell for cash to 2335887 Limited Partnership (the “OPTrust Cash Investor”), an affiliate of OPSEU Pension Trust (“OPTrust”), an aggregate of $40.0 million in shares of the Company’s 9.75% Series A Cumulative Non-Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), a new series of the Company’s preferred stock;

• issue and sell for cash to DK Landmark, LLC (the “DeBartolo Cash Investor” and, together with the OPTrust Cash Investor, the “Cash Investors”), an affiliate of DeBartolo Development, LLC (“DeBartolo”), an aggregate of $10.0 million in shares of the Company’s 9.75% Series B Cumulative Non-Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), a new series of the Company’s preferred stock having terms that are pari passu with and otherwise substantially similar to the terms of the Series A Preferred Stock;

• issue to the Cash Investors non-detachable warrants, which are stapled to the Series A Preferred Stock and Series B Preferred Stock issued and sold to the Cash Investors, which warrants entitle the Cash Investors to purchase up to an aggregate of $50.0 million in shares of the Company’s common stock at an exercise price per share equal to (i) $9.00 if the warrants are exercised in connection with a change of control or (ii) if the warrants are exercised during the 60-day period following the Company’s first underwritten public offering and, in conjunction with which the Company’s common stock is listed for trading on the New York Stock Exchange (an “IPO”), the greater of $9.00 and 80% of the public offering price of the Company’s common stock in the IPO;

• issue and sell for cash to Elco Landmark Residential Holdings, LLC (“EL”), an aggregate of approximately $1.65 million in shares (the “Excess Expense Shares”) of the Company’s common stock, at a price of $8.15 per share, the cash proceeds of which were used by the Company to pay (or reimburse) transaction fees, costs and expenses;

• terminate the Advisory Agreement between the Company and ROC REIT Advisors, LLC, the Company’s external advisor;

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• enter into new employment agreements, at the initial closing, with Stanley J. Olander, the Company’s Chief Executive Officer, Gustav G. Remppies, the Company’s President, and B. Mechelle Lafon, the Company’s Chief Financial Officer, as well as Joseph G. Lubeck, the President and Chief Executive Officer of EL and Elco Landmark Residential Management LLC (“ELRM” and, together with EL, the “EL Companies”), as the new Executive Chairman of the Company; and

• expand the size of the Company’s Board of Directors from five members to nine members and change the composition of the Board by accepting the resignation of Richard S. Johnson, one of the Company’s current directors, and adding five new directors, including two representatives of EL (Joseph G. Lubeck and Michael Salkind), one representative of OPTrust (Robert A. S. Douglas), one representative of DeBartolo (Edward M. Kobel) and one new independent director designated by EL, OPTrust and DeBartolo (Ronald D. Gaither).

Set forth below are summary descriptions of each of the material agreements entered into by the ATA Parties with respect to the foregoing transactions. The summary descriptions appearing below are qualified in their entirety by the actual terms of the agreements, copies of which are filed as exhibits to this Current Report on Form 8-K.

Master Contribution and Recapitalization Agreement

On August 3, 2012, the ATA Parties entered into a Master Contribution and Recapitalization Agreement (the “Master Agreement”) with the EL Companies which sets forth all of the material terms and conditions relating to the transactions described above. The Master Agreement includes as exhibits and schedules the following:

• the form of the Contribution Agreements pursuant to which the Operating Partnership will acquire the Contributed Properties, other than the Andros Isles property, which will be contributed pursuant to a separate stand-alone contribution agreement dated as of the date of the Master Agreement;

• the Securities Purchase Agreement relating to the investment by the Cash Investors in the Series A Preferred Stock and the Series B Preferred Stock, a form of Warrant the Company will issue to the Cash Investors in connection with their investment in the Series A Preferred Stock and the Series B Preferred Stock and a form of Registration Rights Agreement pursuant to which the Company will grant certain registration rights to the Cash Investors in connection with their investment in the Company;

• the form of the Loan Indemnification Agreement that the ATA Parties will enter into in connection with the contribution of each of the Contributed Properties with respect to which the ATA Parties are assuming the existing mortgage debt encumbering the properties, pursuant to which the ATA Parties will agree to indemnify the current guarantors of the first-mortgage indebtedness being assumed in the contribution transactions against losses sustained other than losses that arise out of or are based on the guarantor’s own acts of misconduct, gross negligence and the like;

• the form of Registration Rights Agreement pursuant to which the Company will grant certain registration rights to the contributors of the interests in the entities that own the Contributed Properties and Andros with respect to the shares of the Company’s common stock that will be issuable to them upon the redemption of their Common Units and for the benefit of EL and its affiliates with respect to the Excess Expense Shares and any other shares of the Company’s common stock issued or issuable to them in connection with the transactions contemplated by the Master Agreement;

• a form of the Tax Protection Agreement that the Company and the Operating Partnership will enter into with certain of the contributors who will receive Common Units in connection with the contribution transactions contemplated by the Master Agreement, each of the Contribution Agreements and the Andros Contribution Agreement;

• the form of Corporate Governance Agreement that the Company will enter into with EL and each of the Cash Investors setting forth the rights of EL and each of the Cash Investors to designate Company directors

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and have them serve on the standing committees of the Company’s Board of Directors, and setting forth a voting agreement among EL and the Cash Investors;

• the forms of Employment Agreement that the Company will enter into with Mr. Olander, Mr. Remppies, Ms. Lafon and Mr. Lubeck;

• the form of Advisory Termination Agreement that the Company will enter into with ROC REIT Advisors, LLC and its owners, pursuant to which the Advisory Agreement between the Company and ROC REIT Advisors, LLC will be terminated;

• a form of Management Support Services Agreement that ATA Property Management, LLC will enter into with ELRM, pursuant to which ELRM will provide certain property management support services to ATA Property Management, LLC with respect to each Contributed Property from and after the closing of the contribution of such Contributed Property; and

• various other ancillary agreements, schedules and documents relating to the contemplated transactions.

The Master Agreement contains customary representations and warranties by the EL Companies, including representations and warranties by ELRM relating to the Contributed Properties and the entities that own the Contributed Properties (other than the “DB Contributed Properties” (as such term is defined in the Master Agreement) and Andros and the entities that own the DB Contributed Properties and Andros, which representations and warranties are contained in the individual contribution agreements relating to the DB Contributed Properties and Andros), as well as customary representations and warranties by the Company and the Operating Partnership. These representations and warranties terminated upon the initial closing of the transactions contemplated by the Master Agreement. Under the Master Agreement, an initial closing on the date of the Master Agreement occurred with respect to all of the transactions contemplated thereby, other than the contribution transactions relating to the Contributed Properties, which have closed in escrow pending receipt of the required lender consents. The Master Agreement provides that the closings with respect to the Contributed Properties that have closed in escrow will occur in stages as lender consents are received. The foregoing summary description of the material terms of the Master Agreement is qualified in its entirety by the actual terms of the agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference.

Contribution Agreements Relating to Acquisition of 20 Multifamily Properties

Concurrently with the execution of the Master Agreement on August 3, 2012, the Operating Partnership entered into Contribution Agreements with the owners of 100% of the interests in the entities that own, directly or indirectly, the Contributed Properties pursuant to which the Operating Partnership has agreed to acquire, and the owners have agreed to contribute and sell, 100% of the interests in the entities that own the Contributed Properties, in exchange for aggregate consideration valued at approximately $435.9 million (subject to customary prorations), including approximately $176.1 million (subject to adjustment based on prorations and principal amortization) in Common Units valued at $8.15 per unit and approximately $8.0 million in cash, as well as the assumption by the ATA Parties of approximately $251.8 million of in-place mortgage indebtedness encumbering the Contributed Properties (based on principal amounts outstanding as of June 30, 2012).

Each of the Contribution Agreements contains customary representations and warranties by the contributing parties with respect to their contributed interests, as well as customary representations and warranties by the Operating Partnership. Closing of the transactions contemplated by the Contribution Agreements is subject to the satisfaction of various customary closing conditions that are set forth in the Master Agreement and the Contribution Agreements, including approval of the transactions by the contributing parties and the receipt of lender consents. Pending satisfaction of the conditions to closing, the EL Companies are required to operate and maintain the Contributed Properties (other than the DB Contributed Properties), and the Company and the Operating Partnership are required to operate and maintain the Company’s properties, in the ordinary course of business and to refrain from taking certain actions, such as incurring additional indebtedness, making unbudgeted or unapproved capital improvements, entering into or amending material contracts, or taking any action that could adversely affect the value of the properties or the ability of the parties to complete the contribution transactions. There is no assurance

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that the conditions to closing will be satisfied. Failure to satisfy closing conditions could delay or prevent the closing of some or all of the contribution transactions.

The Common Units to be issued pursuant to the Contribution Agreements and the shares of the Company’s common stock that will be issued upon redemption of such Common Units will be issued by the Operating Partnership and the Company, as applicable, in one or more private placements pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.

The foregoing summary description of the material terms of the Contribution Agreements is qualified in its entirety by the actual terms of the Contribution Agreements, copies of which are filed as Exhibits 10.2 through Exhibits 10.21, inclusive, to this Current Report on Form 8-K and are incorporated herein by reference.

Contribution Agreement Relating to Acquisition of Andros Isles Apartments

Concurrently with the execution of the Master Agreement on August 3, 2012, the Operating Partnership entered into the Andros Contribution Agreement with the owners of 100% of the interests in the entity that owns Andros pursuant to which the Operating Partnership has agreed to acquire, and the owners have agreed to contribute and sell, 100% of the interests in the entity that owns Andros, in exchange for aggregate consideration valued at approximately $45.0 million (subject to customary prorations), including approximately $9.1 million (subject to adjustment based on prorations and principal amortization) in Common Units valued at $8.15 per unit and approximately $6.0 million in cash, as well as the assumption by the ATA Parties of approximately $29.9 million of in-place mortgage indebtedness encumbering the property (based on the principal amount outstanding as of June 30, 2012). In addition, the Andros Contribution Agreement provides for the payment of up to $4.0 million of additional consideration subject to an earn-out contingency based on net operating income hurdles over a four-year period.

The Andros Contribution Agreement contains customary representations and warranties by the contributing parties with respect to their contributed interests as well as representations and warranties by the Operating Partnership. Closing of the transactions contemplated by the Andros Contribution Agreement is subject to the satisfaction of various customary closing conditions that are set forth in the Andros Contribution Agreement, including approval of the transaction by the contributing parties and the receipt of lender consents. Pending satisfaction of the conditions to closing, the owners are required to operate and maintain Andros in the ordinary course of business and to refrain from taking certain actions, such as incurring additional indebtedness, making unbudgeted or unapproved capital improvements, entering into or amending material contracts, or taking any action that could adversely affect the value of the properties or the ability of the parties to complete the contribution transactions.

In the event all of the conditions to closing the transactions under the Andros Contribution Agreement have been satisfied or waived under the terms thereof, other than the Operating Partnership’s payment of the Andros Cash Payment Obligation, the Company will issue and sell, and EL will purchase, for cash, an aggregate of up to $6.0 million in shares of the Company’s common stock, at a price of $8.15 per share. These shares will be issued and sold by the Company only to the extent necessary for the Operating Partnership to fund any shortfall with respect to the Andros Cash Payment Obligation. Alternatively, EL may purchase shares of a newly established series of the Company’s cumulative redeemable non-convertible preferred stock, at a price of $10.00 per share. If issued and sold, such series of preferred stock will be issued with non-detachable warrants to purchase shares of the Company’s common stock with warrant coverage equal to the aggregate purchase price of such shares and will have terms that are pari passu with and otherwise substantially similar to the Series A Preferred Stock and the Series B Preferred Stock.

There is no assurance that the conditions to closing will be satisfied. Failure to satisfy closing conditions could delay or prevent the closing of the Andros contribution transaction.

The Common Units to be issued pursuant to the Andros Contribution Agreements and the shares of common or preferred stock to be issued to fund the Andros Cash Payment Obligation, if necessary, will be issued by the Company in one or more private placements pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

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The foregoing summary description of the material terms of the Andros Contribution Agreement is qualified in its entirety by the actual terms of the Andros Contribution Agreement, a copy of which is filed as Exhibit 10.22 to this Current Report on Form 8-K and is incorporated herein by reference.

Tax Protection Agreements

The Contributed Property transactions contemplated by the Master Agreement and the Contribution Agreements are intended to be treated, in whole or in part, for federal income tax purposes as tax-deferred contributions of the properties by the owners of the interests in these Contributed Properties to the Operating Partnership in exchange for OP Units. In connection with these transactions, the Company and the Operating Partnership will enter into tax protection agreements with most of the investors who are contributing their interests in exchange for OP Units at the closing of the acquisitions. As further described below, these tax protection agreements are intended to (1) protect the contributing investors against receiving a special allocation of taxable “built-in” gain upon a future disposition by the Operating Partnership of the Contributed Properties and (2) protect the contributing investors from recognizing taxable gain as a result of a reduction in the contributing investor’s share of partnership liabilities.

Under the Internal Revenue Code, taxable gain recognized upon a sale of an asset contributed to a partnership must be allocated to the contributing partner in a manner that takes into account the variation between the tax basis and the fair market value of the asset at the time of the contribution. These tax protection agreements are intended to protect the contributing investors against receiving the special allocation of taxable “built-in” gain described above upon a future disposition by the Operating Partnership of the Contributed Properties. Accordingly, the tax protection agreements will obligate the Operating Partnership to indemnify the contributors for whom “built-in” gain is triggered, but generally allow for the disposition of any Contributed Property in a transaction in which no gain is required to be recognized for federal income tax purposes (for example, a section 1031 exchange or a tax-free partnership merger or contribution). If “built-in” gain is triggered due to a disposition of any Contributed Property, then the Operating Partnership will indemnify the protected contributors for their tax liabilities attributable to the built-in gain that exists with respect to such Contributed Property as of the time of the closing date of the contribution transaction (and tax liabilities incurred as a result of the reimbursement payment). The required indemnification will decrease ratably over the course of each year of the seven-year term of the agreements. In the case of the tax protection agreement with Elco LR OPT II REIT LP (“Elco LR OPT Contributor”) and Elco LR OPT II LP (the “JV Entity”), (1) if the Operating Partnership fails to give at least six months written notice prior to triggering “built-in” gain, the required indemnification will be 100% of the tax liabilities attributable to the “built-in” gain (and tax liabilities incurred as a result of the reimbursement payment) as opposed to the ratably decreased payment described in the prior sentence, and (2) at any time during the term of the tax protection agreement, the JV Entity may put the ownership interests in the Elco LR OPT Contributor to the Company for consideration payable in shares of the Company’s common stock, as provided in the tax protection agreement. Additionally, the obligation to indemnify protected contributors will terminate on the seventh anniversary of the closing of the acquisition, but will terminate earlier with respect to an existing contributor on the date on which such existing contributor ceases to own, in the aggregate, 50% or more of the OP Units issued in respect of such contributor’s interest in the applicable property or upon a final determination by tax authorities that no part of the contribution transaction qualified as a tax-deferred contribution.

When there is a reduction in a partner’s share of partnership liabilities that exceeds the partner’s adjusted tax basis in the partnership, the partner will recognize taxable gain. Accordingly, the tax protection agreements will also require the Operating Partnership to maintain sufficient indebtedness such that each protected contributor does not recognize gain as a result of a reduction in the protected contributor’s share of partnership liabilities. The tax protection agreements also will require the Operating Partnership to notify each protected contributor if the Operating Partnership intends to modify, repay, retire, refinance, have collateral released or otherwise reduce (other than scheduled amortization) the amount of the liabilities with respect to a property in a manner that is reasonably anticipated to cause the protected contributor to recognize gain for federal income tax purposes. In addition, the tax protection agreements will require the Operating Partnership to cooperate with such protected contributor to arrange a special allocation of other Operating Partnership liabilities to the protected contributor in an amount sufficient to avoid causing such protected contributor to recognize gain as a result of the reduction in its share of the Operating Partnership’s liabilities in an amount necessary to prevent the protected contributor from recognizing gain as a result of reductions in the contributor’s share of partnership liabilities.

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The foregoing summary description of the Tax Protection Agreements is qualified in its entirety by the actual terms of the Tax Protection Agreement, the form of which is filed as Exhibit 10.23 to this Current Report on Form 8-K and is incorporated herein by reference.

Management Support Services Agreement

In connection with the acquisition by the Operating Partnership of the Contributed Properties, ATA Property Management, LLC, a subsidiary of the Operating Partnership that provides property management services with respect to all of the Company’s properties as well as certain properties owned by third parties, will assume responsibility for managing each Contributed Property upon closing of each Contributed Property. ATA Property Management, LLC entered into a Management Support Services Agreement with ELRM pursuant to which ELRM will provide ATA Property Management, LLC with certain operational support services with respect to each Contributed Property upon closing of each Contributed Property. ELRM will be entitled to receive a fee equal to 3% of the gross receipts at each Contributed Property under the Management Support Services Agreement. ATA Property Management, LLC can terminate the Management Support Services Agreement with respect to any property on 30 days’ notice without penalty.

The foregoing summary description of the material terms of the Management Support Services Agreement is qualified in its entirety by the terms of the Management Support Services Agreement, the form of which is filed as Exhibit 10.24 to this Current Report on Form 8-K and is incorporated herein by reference.

Securities Purchase Agreement Relating to Cash Investment by Cash Investors

Concurrently with the execution and delivery of the Master Agreement, on August 3, 2012, the Company entered into a Securities Purchase Agreement with the Cash Investors, pursuant to which the Company issued and sold, and the OPTrust Cash Investor purchased, for cash, 4,000,000 shares of Series A Preferred Stock, at a price of $10.00 per share, and the DeBartolo Cash Investor purchased, for cash 1,000,000 shares of Series B Preferred Stock, at a price of $10.00 per share. The Series A Preferred Stock and the Series B Preferred Stock each have a liquidation preference of $10.00 per share and entitle the holders to cumulative cash distributions at an annual rate of 9.75% of the $10.00 per share liquidation preference. For additional information regarding the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series A Preferred Stock and the Series B Preferred Stock, see Item 5.03 of this Current Report on Form 8-K.

The Securities Purchase Agreement contains customary representations, warranties and covenants of the parties thereto, as well as representations, warranties and covenants made by the Company with respect to the entities owning the Contributed Properties and the Contributed Properties. In addition, pursuant to the Securities Purchase Agreement, the Company granted each of the Cash Investors a right of first offer to purchase its pro rata portion of any preferred equity securities that the Company may from time to time propose to issue and sell. The exercise of these rights by a Cash Investor is subject to a minimum investment equal to the lesser of $1,000,000 and the aggregate purchase price applicable to the Cash Investor’s pro rata portion of the new preferred equity securities. In connection with the issuance and sale by the Company and the purchase by a Cash Investor of new preferred equity securities pursuant to these rights, the Company will pay the Cash Investor a purchase fee equal to 1% of the aggregate purchase price paid by such Cash Investor. In general, the Cash Investors’ preemptive rights to purchase new preferred equity securities will terminate upon the redemption of all shares of the Series A Preferred Stock and shares of Series B Preferred Stock, respectively. However, the preemptive rights may terminate earlier under certain circumstances, including in the event the respective Cash Investor, together with its affiliates, ceases to hold any shares of the Company’s preferred stock.

The closing of the issuance and sale of the Series A Preferred Stock and the Series B Preferred Stock took place on August 3, 2012 simultaneously with the execution and delivery of the Securities Purchase Agreement and the execution and delivery of and initial closing under the Master Agreement. The shares of Series A Preferred Stock and the shares of Series B Preferred Stock were issued and sold by the Company to the Cash Investors in a private placement pursuant to Section 4(2) under the Securities Act and Regulation D promulgated thereunder. The cash proceeds from the sale of the Series A Preferred Stock and the Series B Preferred Stock have been or will be used by

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the Company to repay debt, finance the acquisition of certain Contributed Properties, fund additional property acquisitions and pay transaction costs.

The foregoing summary description of the material terms of the Securities Purchase Agreement is qualified in its entirety by the actual terms of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.25 to this Current Report on Form 8-K and is incorporated herein by reference.

Issuance of Warrants to Purchase Common Stock to Cash Investors

On August 3, 2012, the Company issued to the Cash Investors non-detachable warrants to purchase an aggregate of $50.0 million in shares of the Company’s common stock at an exercise price per share of common stock equal to: (i) $9.00 if the warrants are being exercised in connection with a “change of control” (as such term is defined in the form of Warrant attached as an exhibit to the Securities Purchase Agreement); or (ii) the greater of $9.00 and 80.0% of the public offering price of the Company’s common stock in the IPO (as defined above) if the warrants are being exercised during the 60-day period following the IPO.

The warrants will become exercisable at any time and from time to time prior to the expiration of the warrants following the completion of the Company’s IPO and in connection with a change of control. In general, the warrants will immediately expire and cease to be exercisable upon the earliest to occur of: (i) the close of business on the later of August 3, 2015 and the date on which the stapled shares of preferred stock become mandatorily redeemable; (ii) the close of business on the date that is 60 days after the completion of the Company’s IPO (or the next succeeding business day); (iii) the consummation of a “Qualified Company Acquisition” (as such term is defined in the form of Warrant attached as an exhibit to the Securities Purchase Agreement); and (iv) the cancellation of the warrants by the Company, at its option or at the option of the warrant holder, in connection with a change of control (other than a Qualified Company Acquisition).

The non-detachable warrants were issued by the Company to the Cash Investors in a private placement pursuant to Section 4(2) under the Securities Act and Regulation D promulgated thereunder.

The foregoing summary description of the material terms of the warrants to purchase shares of the Company’s common stock is qualified in its entirety by the actual terms of the form of Warrant, a copy of which is attached as an exhibit to the Securities Purchase Agreement filed as Exhibit 10.25 to this Current Report on Form 8-K and is incorporated herein by reference.

Corporate Governance Agreement

On August 3, 2012, the Company entered into a Corporate Governance Agreement with EL and each of the Cash Investors pursuant to which the Company has agreed to expand the size of the Board of Directors from five members to nine members, reconstitute the Board of Directors by accepting the resignation of Richard S. Johnson and appoint the following five directors, for an initial term expiring at the next annual meeting of stockholders, to fill the resulting vacancies:

• Robert A. S. Douglas, the director initially designated by the OPTrust Cash Investor (the “OPTrust Director”);

• Edward M. Kobel, the director initially designated by the DeBartolo Cash Investor (the “DeBartolo Director”);

• Joseph G. Lubeck and Michael Salkind, the directors initially designated by EL (the “EL Directors”); and

• Ronald D. Gaither, the director initially designated by the OPTrust Cash Investor, the DeBartolo Cash Investor and EL (the “Group Director”).

Stanley J. Olander, Jr., Andrea R. Biller, Glenn W. Bunting, Jr. and Robert A. Gary, IV (the “ATA Directors”), each of whom is currently serving as director, will continue to serve on the Board of Directors.

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From and after the effective date of the Corporate Governance Agreement, the ATA Directors (other than Mr. Olander), the DeBartolo Director and the Group Director are required to be “independent directors,” with independence being determined in accordance with standards set forth in the Company’s charter and bylaws and the applicable rules of the New York Stock Exchange. In general, the OPTrust Director is not required to be an independent director in accordance with such standards.

The OPTrust Cash Investor, the DeBartolo Cash Investor and EL will only have the right to participate in the designation of the Group Director if it is entitled to designate the OPTrust Director, the DeBartolo Director or the EL Director, as applicable. If one or more of the OPTrust Cash Investor, the DeBartolo Cash Investor or EL fails, declines or waives its or their right to participate in the designation of the Group Director, the remaining party or parties will be entitled to designate the Group Director.

If at any time, the Board of Directors determines that any ATA Director (other than Mr. Olander), the DeBartolo Director or the Group Director, as the case may be, does not qualify as an independent director, the Company will give prompt written notice to the parties of such determination and the party or parties who had previously designated such director will designate a replacement director.

The Company will nominate each of the OPTrust Director, the DeBartolo Director, the EL Directors and the Group Director (or any replacement director) for re-election to the Board at each subsequent annual meeting of the Company’s stockholders. In general, if at any time a vacancy occurs with respect to the directorship of the OPTrust Director, the DeBartolo Director, either of the EL Directors or the Group Director, the Company agrees to cause a replacement director, designated by the party or parties who had the right to designate the director who has vacated his directorship, to be appointed to fill such vacancy promptly following his or her designation by such party or parties.

The obligations of the Company under the Corporate Governance Agreement to nominate an OPTrust Director, or to appoint a replacement thereto, and to appoint such OPTrust Director to serve on the committees of the Board of Directors, and the right of the OPTrust Cash Investor to participate in the designation of the Group Director, will apply if the OPTrust Cash Investor and its affiliates directly or indirectly own an aggregate of at least 1,000,000 shares of Series A Preferred Stock or 1,000,000 shares of the Company’s common stock (assuming the conversion of each Common Unit owned directly or indirectly by the OPTrust Cash Investor and/or its affiliates into one share of common stock and the full exercise of any outstanding and unexpired warrants to purchase shares of common stock owned directly or indirectly by the OPTrust Cash Investor and its affiliates whether or not then exercisable), except for a period not exceeding 30 consecutive days during any 12-month period beginning after the date of the Corporate Governance Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

The obligations of the Company under the Corporate Governance Agreement to nominate a DeBartolo Director, or to appoint a replacement thereto, and to appoint such DeBartolo Director to serve on the committees of the Board of Directors, and the right of the DeBartolo Cash Investor to participate in the designation of the Group Director, will apply if the DeBartolo Cash Investor and its affiliates directly or indirectly own an aggregate of at least 500,000 shares of Series B Preferred Stock or 500,000 shares of the Company’s common stock (assuming the conversion of each Common Unit owned directly or indirectly by the DeBartolo Cash Investors and/or its affiliates into one share of common stock and the full exercise of any outstanding and unexpired warrants to purchase shares of common stock owned directly or indirectly by the DeBartolo Cash Investor and its affiliates whether or not then exercisable), except for a period not exceeding 30 consecutive days during any 12-month period beginning after the date of the Corporate Governance Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

The obligations of the Company under the Corporate Governance Agreement with respect to the nomination of EL Directors, or the appointment of replacements thereto, and EL’s right to participate in the designation of the Group Director, will each cease to apply on and after February 3, 2013 (the “Outside Date”), subject to certain extensions, if the contributors of the interests in the entities that own the Contributed Properties have not acquired on or before such date, directly or indirectly, at least 6,700,000 shares of the Company’s common stock (assuming the conversion of each Common Unit acquired directly or indirectly by each of the contributors into one share of

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Common Stock) (the “Full Contribution”); provided, however, such rights will be immediately restored upon the contributors achieving the Full Contribution.

Additionally, if, for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held:

• EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 3,680,000 shares of common stock (assuming the conversion of each Common Unit owned directly or indirectly by EL and its affiliates into one share of common stock and the full exercise of any outstanding and unexpired warrants to purchase shares of common stock owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the obligations of the Company with respect to the nomination of EL Directors, or the appointment of their replacements, will only apply with respect to one EL Director and will be terminated with respect to the second EL Director.

• EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 2,450,000 shares of common stock (assuming the conversion of each Common Unit owned directly or indirectly by EL and its affiliates into one share of common stock and the full exercise of any outstanding and unexpired warrants to purchase shares of common stock owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the obligations of the Company with respect to the nomination of EL Directors, or the appointment of their replacements, will be terminated with respect to the first EL Directors.

• EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 1,225,000 shares of common stock (assuming the conversion of each Common Unit owned directly or indirectly by EL and its affiliates into one share of common stock and the full exercise of any outstanding and unexpired warrants to purchase shares of common stock owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the right of EL to participate in the designation of the Group Director will be terminated.

Under certain limited circumstances described in the Corporate Governance Agreement, EL will have the right to designate the OPTrust Director or the DeBartolo Director if the OPTrust Cash Investor or the DeBartolo Cash Investor, respectively, has failed to designate such director for nomination or, in the event of a vacancy in the position of the OPTrust Director or the DeBartolo Director, such director’s replacement.

In connection with the Corporate Governance Agreement, the Board of Directors has established a compensation committee and a nominating and corporate governance committee and has taken all necessary actions to increase the number of directors on the Board’s audit committee, compensation committee and nominating and corporate governance committee to up to five independent directors.

On the effective date of the Corporate Governance Agreement, and for as long as Mr. Lubeck continues to serve as a director of the Company, whether pursuant to the terms of the Corporate Governance Agreement or otherwise, the Company will take all actions necessary to cause him to be elected as the Company’s Executive Chairman of the Board.

From and after the effective date of the Corporate Governance Agreement, the OPTrust Cash Investor has agreed to vote all shares of the Series A Preferred Stock (but not any other shares of the Company’s capital stock) directly or indirectly owned by it and entitled to vote, and each of the DeBartolo Cash Investor and EL has agreed to vote all shares of the Company’s capital stock directly or indirectly owned by it and entitled to vote, in favor of the election or re-election, as the case may be, of the directors designated by the parties as provided in the Corporate Governance Agreement at any meeting of the Company’s stockholders held to consider the election of any such designated director. The obligation of the DeBartolo Cash Investor and EL to vote for the OPTrust Director will only apply while the OPTrust Cash Investor or its affiliates continues to own all of the shares of Series A Preferred Stock. In addition, the OPTrust Cash Investor agrees to vote all shares of the Series A Preferred Stock (but not any other shares of the Company’s capital stock) directly or indirectly owned by it and entitled to vote, and each of the DeBartolo Cash Investor and EL have agreed to vote all shares of the Company’s capital stock directly or indirectly

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owned by it and entitled to vote, in favor of any resolution or proposal recommended by the Board of the Directors and submitted to a vote of stockholders of the Company with respect to any of the following matters:

• an acquisition of assets by the Company or the Operating Partnership, or by any direct or indirect subsidiary thereof, and the issuance of shares of capital stock by the Company or partnership units exchangeable for, or convertible into, shares of capital stock of the Company, with respect to such acquisition;

• amendments to the Company’s charter or bylaws, other than such amendments that, under the Company’s charter, including the Articles Supplementary applicable to the Series A Preferred Stock or Series B Preferred Stock held by such party, require a special vote of such Series A Preferred Stock or Series B Preferred Stock;

• a merger or consolidation of the Company with or into another entity; or

• a sale of assets by the Company or the Operating Partnership, or by any direct or indirect subsidiary thereof.

All of the parties’ respective rights, undertakings and obligations under the Corporate Governance Agreement will be deemed to have expired and be without any further force and effect upon consummation of the IPO, provided however, that notwithstanding the foregoing:

• the obligations of the Company to nominate the OPTrust Director for re-election to the Board will continue until and including the earlier of: (i) the second annual meeting of the Company’s stockholders following the IPO, and (ii) the OPTrust Cash Investor and its affiliates ceasing to own directly or indirectly an aggregate of at least 1,000,000 shares of common stock (assuming the conversion of Common Units and the full exercise of warrants described above) for more than 30 consecutive days during any 12-month period beginning after August 3, 2012 and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held;

• the obligations of the Company to nominate the DeBartolo Director for re-election to the Board will continue to apply until and including the earlier of (i) the second annual meeting of the Company’s stockholders following the IPO, and (ii) the DeBartolo Cash Investor and its affiliates ceasing to own directly or indirectly an aggregate of at least 500,000 shares of common stock (assuming the conversion of Common Units and the full exercise of warrants described above) for more than 30 consecutive days during any 12-month period beginning after August 3, 2012 and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held; and

• the obligations of the Company to nominate (i) two EL Directors will continue to apply until EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 3,680,000 shares of common stock (assuming the conversion of Common Units and the full exercise of the warrants described above), and (ii) one EL Director will continue to apply until EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 2,450,000 shares of common stock (assuming the conversion of Common Units and the full exercise of the warrants as described above), in either case, for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

The foregoing summary description of the material terms of the Corporate Governance Agreement is qualified in its entirety by the actual terms of the Corporate Governance Agreement, a copy of which is filed as Exhibit 10.26 to this Current Report on Form 8-K and is incorporated herein by reference.

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Amendments to Agreement of Limited Partnership

In connection with the closing of the transactions contemplated by the Securities Purchase Agreement, on August 3, 2012, the Company, as the general partner of the Operating Partnership, executed an amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, pursuant to which, among other things, two series of preferred partnership units, the Series A Preferred Partnership Units and the Series B Preferred Partnership Units, were established that mirror the rights and preferences of the Series A Preferred Stock and the Series B Preferred Stock, the terms of which are described below. At the closing of the transactions contemplated by the Securities Purchase Agreement, the Company contributed the proceeds from the sale of the Series A Preferred Stock and the Series B Preferred Stock to the Operating Partnership in exchange for 4,000,000 Series A Partnership Preferred Units and 1,000,000 Series B Partnership Preferred Units. The amendment also established the terms of the LTIP Units, which are described below in Item 5.02 of this Current Report or Form 8-K. The preceding description is qualified in its entirety by reference to the Third Amendment to the Agreement of Limited Partnership of the Operating Partnership, a copy of which is attached hereto as Exhibit 3.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights

In connection with the transactions contemplated by the Master Agreement and the Securities Purchase Agreement, on August 3, 2012, the Company entered into a registration rights agreement for the benefit of the holders of the Common Units issuable pursuant to the Contribution Agreements and the Andros Contribution Agreement with respect to the shares of the Company’s common stock that will be issuable to them, as well as for the benefit of EL and its affiliates with respect to the Excess Expense Shares and any other shares of the Company’s common stock issued or issuable to them in connection with the transactions contemplated by the Master Agreement. On August 3, 2012, the Company also entered into a registration rights agreement for the benefit of the Cash Investors with respect to the shares of the Company’s common stock that will be issuable to them upon the exercise of the warrants issued to the Cash Investors. The two registration rights agreement contain terms that are substantially similar and provide for demand and piggyback registration rights. The two registration rights agreements have been filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement

On August 3, 2012, in connection with the initial closing under the Master Agreement, the Company entered into an Advisory Termination Agreement with ROC REIT Advisor, LLC, its external advisor, and the owners of ROC REIT Advisor, LLC, including Messrs. Olander and Remppies, pursuant to which the Advisory Agreement with ROC REIT Advisors has been terminated. In connection with the termination, the Company has paid ROC REIT Advisors, LLC a negotiated acquisition fee in cash in connection with the contribution of the Contributed Properties and the Andros property equal to $4.0 million. The foregoing summary description of the material terms of the Advisory Termination Agreement is qualified in its entirety by the actual terms of the Advisory Termination Agreement, a copy of which is filed as Exhibit 10.27 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

The information set forth above under Item 1.01 regarding the unregistered sale by the Company or the Operating Partnership, as the case may be, of (i) the Common Units pursuant to the Contribution Agreements and the Andros Contribution Agreement, (ii) the shares of the Company’s common stock or preferred stock to fund the Andros Cash Payment Obligation pursuant to the Andros Contribution Agreement, (iii) the Excess Expense Shares and (iv) the Series A Preferred Stock and the Series B Preferred Stock, together with the non-detachable warrants to purchase shares of the Company’s common stock, to the Cash Investors pursuant to the Securities Purchase Agreement is incorporated by reference herein.

The information set forth below under Item 5.02 regarding the issuance of LIP Units to certain officers of the Company pursuant to the Company’s 2012 Plan (as defined in Item 5.02) is incorporated by reference herein.

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Item 3.03 Material Modification of the Rights of Security Holders.

The Series A Preferred Stock and the Series B Preferred Stock rank senior to the Company’s common stock with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition to other preferential rights, each holder of Series A Preferred Stock and Series B Preferred Stock is entitled to receive a liquidation preference, which is equal to $10.00 per share of Series A Preferred Stock or Series B Preferred Stock, as the case may be, plus the sum of 1% of the liquidation preference and any accrued and unpaid distributions thereon, before the holders of the Company’s common stock in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company. Furthermore, the Company is restricted, subject to certain exceptions, from declaring or paying any distributions (or setting aside any funds for the payment of distributions) on its common stock or redeeming or otherwise acquiring shares of its common stock, in either case, unless full cumulative distributions on the Series A Preferred Stock and Series B Preferred Stock have been declared and either paid or set aside for payment in full for all past distribution periods.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

Resignation of Richard S. Johnson from the Board of Directors

As described elsewhere in this Current Report on Form 8-K, effective as of August 3, 2012, Richard S. Johnson resigned from the Board of Directors and all committees of the Board of Directors. His resignation was not due to any disagreements with the Company or any of its operations, policies or practices.

Appointment of New Directors

As disclosed in Item 1.01 of this Current Report, effective as of August 3, 2012, Joseph G. Lubeck, Michael Salkind, Robert A. S. Douglas, Edward M. Kobel and Ronald D. Gaither were appointed to the Company’s Board of Directors. These directors were appointed to the Company’s Board of Directors pursuant to the terms of the Corporate Governance Agreement, a summary description of the material terms of which appears in Item 1.01 of this Current Report and is incorporated by reference herein. Each of Mr. Douglas, Mr. Kobel and Mr. Gaither is an “independent director,” with independence being determined under the Company’s charter and bylaws and the applicable standards of the New York Stock Exchange. Committee assignments have not yet been determined by the Board of Directors.

Each of the new directors that is an independent director will participate in the Company’s director compensation program, the terms of which are described in the Company’s Definitive Proxy Materials on Schedule 14A for the Company’s annual meeting of stockholders held on June 26, 2012. Mr. Lubeck and Mr. Salkind will not receive any compensation from us for their service as a member of the Board of Directors or any of its committees.

In connection with the transactions contemplated by the Master Agreement, the Company is required to pay an acquisition fee to EL, which is an affiliate of Mr. Lubeck and Mr. Salkind, in the aggregate amount of $4.0 million in cash, $2.0 million of which has been paid at the initial closing contemplated by the Master Agreement and the remainder will be paid upon the achievement of Full Contribution, as defined in the Master Agreement. In addition, the Company is required to issue an aggregate of 49,647 shares of common stock to Elco North America, Inc., an affiliate of EL, of which 22,040 shares were issued at the initial closing and 27,607 shares will be issued upon the acquisition of Andros.

Employment Agreements with Executive Officers

Effective as of August 3, 2012, the Company entered into new employment agreements with Stanley J. Olander, the Company’s Chief Executive Officer, Gustav G. Remppies, the Company’s President, and B. Mechelle Lafon, the Company’s Chief Financial Officer, as well as Joseph G. Lubeck, the President and Chief Executive Officer of the EL Companies. In connection with the transactions described in this Current Report on Form 8-K, Mr. Lubeck was appointed the Company’s Executive Chairman. These agreements will have an initial term expiring December 31, 2016. Each employment agreement will provide for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with prior written notice of non-renewal (90 days in the case of non-

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renewal by the executive and 180 days in the case of non-renewal by the Company). The employment agreements for Messrs. Olander and Remppies and Ms. Lafon will require each executive to dedicate substantially all of his or her business time and efforts to the performance of his or her duties as our executive officers. The employment agreements for Mr. Lubeck permits Mr. Lubeck to continue in his role as the President and Chief Executive Officer of the EL Companies.

The employment agreements will provide for, among other things:

• an annual base salary of $300,000 for Mr. Olander, $250,000 for Mr. Remppies, $125,000 for Ms. Lafon and $250,000 for Mr. Lubeck, subject to future increases from time to time at the discretion of the Company’s Board of Directors and the Compensation Committee of the Board of Directors;

• eligibility for annual cash performance bonuses based on the satisfaction of performance goals to be established by the Compensation Committee of the Board of Directors;

• participation in the Company’s equity incentive plans; and

• participation in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans, relocation programs and similar benefits that may be available to our other senior executive officers.

Mr. Olander and Mr. Remppies will each have a target annual cash performance bonus equal to 100% of his annual base salary, subject to approval of any such bonus by the Compensation Committee in its discretion. Ms. Lafon will have a target annual cash performance bonus equal to a percentage of her annual base salary determined by the Compensation Committee in its discretion. Mr. Lubeck’s annual performance bonus and any target bonus will be determined by the compensation committee in its discretion.

Following the effective date of the employment agreements, the Company will grant Mr. Olander a total of 224,647 long-term incentive plan units (“LTIP Units”) (of which 197,040 units were issued to Mr. Olander on August 3, 2012), Mr. Remppies a total of 174,647 LTIP Units (of which 147,040 units were issued to Mr. Remppies on August 3, 2012) and Mr. Lubeck a total of 49,647 LTIP Units (of which 22,040 units were issued to Mr. Lubeck on August 3, 2012).

The initial annual equity compensation award target for each of Mr. Olander and Mr. Remppies will be an LTIP award under the 2012 Plan in an amount equal to 100% of the executive’s annual base salary, subject to the discretion of the Compensation Committee of the Board of Directors and any vesting or forfeiture restriction as the compensation committee shall determine.

The executives are entitled to receive customary benefits, as well as long-term disability coverage equal to 66 2/3% of the executive’s annual base salary and group life insurance coverage with a face amount equal to $1,000,000. The Company will pay the premiums on all primary or supplemental disability and supplemental life insurance policies provided for the benefit of our executive officers and their designated beneficiaries, and the value of these premiums will be treated as taxable income to the executive officer.

If the Company terminates the executive officer’s employment for “cause” (as defined in the employment agreements), the executive officer will be entitled to receive his or her annual base salary and other benefits that have been earned and accrued prior to the date of termination, any earned and accrued and bonus and reimbursement of expenses incurred prior to the date of termination. However, if the executive is terminated for “cause” based on (i) a felony or misdemeanor conviction that brings the executive into disrepute or is likely to cause material harm to the Company, (ii) a felony or misdemeanor indictment involving moral turpitude that is not discharged or otherwise resolved within 18 months or (iii) an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its business or the performance of the executive’s duties, then the executive will not be entitled to receive his or her earned and accrued bonus.

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If the executive officer resigns without “good reason” (as defined in the employment agreements), the executive officer will be entitled to receive his annual base salary and other benefits that have been earned and accrued prior to the date of termination and reimbursement of expenses incurred prior to the date of termination.

If the Company terminates the executive officer’s employment without cause or the executive officer resigns for good reason, the executive officer will be entitled to the severance benefits described below.

The severance benefits include the following:

• In each case, the executive officer will be entitled to receive his or her annual base salary and other benefits that have been earned and accrued prior to the date of termination, reimbursement of expenses incurred prior to the date of termination and any cash or equity bonus compensation that has been earned and accrued prior to the date of termination.

• In the event the Company terminates the executive officer without cause or if the executive officer resigns for good reason, the executive officer will be entitled to receive a cash payment in an amount equal to one and one-half (1.5) times the sum of (i) the executive officer’s then-current annual base salary, plus the greater of (ii) the annual cash bonus compensation most recently earned (whether or not paid) and the average annual cash bonus compensation actually paid for the last three full fiscal years.

• In each case, the Company will reimburse the COBRA premium under its major medical health and dental plan, and the executive officer and his dependents will be entitled to receive continuing coverage under health, dental, disability and life insurance benefit plans at the same cost as payable by our other executives for a period of 18 months after the executive officer’s termination. The Company will have no obligation to provide these continuing benefits if the executive officer becomes entitled to receive them from another employer.

• In each case, all equity awards granted to the executive officer under the Company’s 2006 Incentive Award Plan (the “2006 Plan”), the 2012 Plan or any subsequent equity incentive plan approved by the Company’s Board of Directors will immediately vest, any forfeiture restrictions will immediately lapse and any target bonus performance criteria for the year in which such termination occurs will be treated as satisfied and, in the case of any options, will become vested and exercisable or, at the discretion of the board of directors, may be cashed out or cancelled.

Each employment agreement will provide that the executive officer or his estate will be entitled to certain benefits in the event of his death or disability. Specifically, each executive officer, or in the event of the executive officer’s death, his or her beneficiaries, will be entitled to receive:

• the executive officer’s annual salary and other benefits that are earned and accrued under the employment agreement and the applicable benefit plans prior to the date of termination;

• any cash or equity bonus compensation that has been earned and accrued prior to the date of termination;

• immediate vesting of any unvested equity incentive awards, with any applicable performance criteria for the year in which such death or disability occurs being treated as satisfied, and any options will become vested and exercisable or, at the discretion of our board of directors, be cashed out or cancelled;

• reimbursement for and/or continuing coverage under the Company’s benefit plans for a period of 18 months after the executive officer’s termination; and

• reimbursement for expenses incurred prior to the date of termination.

The employment agreements will provide that, if a “change in control” (as defined in the employment agreements) occurs, all equity awards granted to the executive officer under the 2006 Plan, the 2012 Plan and any

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subsequent equity incentive plans approved by the Company’s Board of Directors will immediately vest (and the performance criteria will be treated as satisfied) and, if applicable, become exercisable. In addition, the employment agreements provide that the Company will indemnify the executive officer for any “parachute payment” as defined in Section 280G of the Internal Revenue Code for any excise tax liability, which would include the Company’s payment of the excise tax liability as well as the income, excise tax and employment tax liability attributable to payment of the excise tax liability).

The employment agreements also contain standard confidentiality provisions, which apply indefinitely and non-competition and non-solicitation provisions which apply during the term of the employment agreement and for 18 months following the executive officer’s termination under certain circumstances.

The foregoing summary description of the material terms of the employment agreements with Messrs. Olander, Remppies and Lubeck and Ms. Lafon is qualified in its entirety by the actual terms of the employment agreements, copies of which are filed as Exhibit 10.28 through Exhibit 10.31, inclusive, to this Current Report on Form 8-K and are incorporated herein by reference. The form of LTIP Unit Award Vesting Agreement, pursuant to which the LTIP Units described above have been granted to Messrs. Olander, Remppies and Lubeck, is filed as Exhibit 10.32 to this Current Report on Form 8-K and is incorporated herein by reference.

Adoption of 2012 Other-Equity Based Award Plan

In connection with the transactions contemplated by the Master Agreement, the Company’s Board of Directors adopted the Company’s 2012 Other-Equity Based Award Plan (the “2012 Plan”). The 2012 Plan is intended to assist the Company and its affiliates in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and its affiliates and to associate their interests with those of the Company and its stockholders. The 2012 Plan is also intended to complement the purposes and objectives of the 2006 Plan through the grant of “other equity-based awards” under the 2012 Plan.

Administration of the 2012 Equity Incentive Plan. The 2012 Plan will be administered by the administrator of the Company’s 2006 Incentive Award Plan (the “2006 Plan”). This summary uses the term “administrator” to refer to the Company’s Board of Directors or the Compensation Committee of the Board of Directors, as applicable. The administrator will approve all terms of other equity-based awards under the 2012 Plan. The administrator will also approve who will receive other equity-based awards under the 2012 Plan and the number of shares of common stock subject to each other equity-based award

Eligibility. All employees of the Company or any subsidiary of the Company and any member of the Board of Directors is eligible to participate in the 2012 Plan. In addition, any other individual who provides significant services to the Company or a subsidiary of the Company (including an individual who provides services to the Company or a subsidiary of the Company by virtue of employment with, or providing services to, the Operating Partnership) is eligible to participate in this 2012 Plan if the administrator, in its sole discretion, determines that the participation of such individual is in the best interest of the Company.

Share Authorization. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2012 Plan, together with the number of shares issued under the 2006 Plan, is 2,000,000 shares of common stock. Other equity-based awards that are LTIP Units will reduce the maximum aggregate number of shares of common stock that may be issued under the 2012 Plan on a one-for-one basis (i.e., each such unit shall be treated as an award of common stock).

Reallocation of Shares. If any award or grant under the 2012 Plan (including LTIP Units) or the 2006 Plan expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of common stock, then any common stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of additional other equity-based awards and other awards under the 2006 Plan. Any common stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any other equity-based award under the 2012 Plan will not reduce the number of shares of common stock available under the 2012 Plan or the 2006 Plan.

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Other Equity-Based Awards; LTIP Units. The administrator may grant other equity-based awards under the 2012 Plan, including long-term incentive plan units (“LTIP Units”). Other equity-based awards are payable in cash, shares of common stock or other equity, or a combination thereof, as determined by the administrator. The terms and conditions of other equity-based awards are determined by the administrator.

LTIP Units are a special class of partnership interest in the Operating Partnership. Each LTIP unit awarded will be deemed equivalent to an award of one share of common stock under the 2012 Plan, reducing the aggregate share authorization under the 2012 Plan and the 2006 Plan on a one-for-one basis. The Company will not receive a tax deduction for the value of any LTIP Units granted to participants. The vesting period and other forfeiture restrictions for any LTIP Units, if any, will be determined at the time of issuance. LTIP Units, whether or not vested, will receive the same periodic per unit distributions as the Common Units issued by the Operating Partnership, which distributions will generally equal per share distributions on shares of the Company’s common stock. Initially, LTIP Units will not have full parity with the Common Units issued by the Operating Partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the Operating Partnership’s valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of Common Units. Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of Common Units, the LTIP Units will achieve full parity with the Common Units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time, and thereafter enjoy all the rights of Common Units, including redemption/exchange rights. However, there are circumstances under which such parity would not be reached. Until and unless such parity is reached, the value that a holder of LTIP Units will realize for a given number of vested LTIP Units will be less than the value of an equal number of shares of the Company’s common stock.

For information regarding the issuance of LTIP Units to Mr. Olander, Mr. Remppies and Mr. Lubeck pursuant to the 2012 Plan and the terms of their employment agreements, please see the information appearing above.

Amendment; Duration. The Board of Directors may amend or terminate the 2012 Plan at any time; provided, however, that no amendment may adversely impair the rights of participants with respect to outstanding other equity-based awards, including holders of LTIP Units. In addition, an amendment will be contingent on approval of the Company’s stockholders if the amendment would materially increase the aggregate number of shares of common stock that may be issued under the 2012 Plan together with the number of shares that may be issued under the 2012 (except as provided in connection with certain adjustments related to changes in the Company’s capital structure). No other equity-based awards may be granted under the 2012 Plan after January 5, 2016, which is the day before the tenth anniversary of the date that the 2006 Plan was adopted by the Board of Directors. Other equity-based awards, including LTIP Units, granted before such date shall remain valid in accordance with their terms.

The foregoing summary of the material terms of the 2012 Plan is qualified in its entirety by the terms of the 2012 Plan attached as Exhibit 10.33 to this Current Report on Form 8-K and incorporated herein by reference.

Adoption of Amendment to the 2006 Plan

In connection with the adoption of the 2012 Plan, the Board adopted an amendment to the 2006 Plan to facilitate other equity-based awards under the 2012 Plan and to specify that the maximum aggregate number of shares of common stock issuable pursuant to both plans is 2,000,000 shares. The foregoing summary of the material terms of the amendment to the 2006 Plan is qualified in its entirety by the terms of the amendment to the 2006 Plan attached as Exhibit 10.34 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 2, 2012, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation (the “SDAT”) classifying and designating 4,000,000 shares of the Company’s authorized but unissued shares of preferred stock as Series A Preferred Stock. The Series A Preferred Articles Supplementary became effective on August 2, 2012. A copy of the Series A Preferred Articles Supplementary establishing the

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Series A Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 2, 2012, the Company filed Articles Supplementary with the SDAT classifying and designating 1,000,000 shares of the Company’s authorized but unissued shares of preferred stock as Series B Preferred Stock. The Series B Preferred Articles Supplementary became effective on August 2, 2012. A copy of the Series B Preferred Articles Supplementary establishing the Series B Preferred Stock is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 6, 2012, the Company filed the Fourth Articles of Amendment to the Company’s charter with the Maryland SDAT changing the name of the corporation to “Landmark Apartment Trust of America, Inc.” The Fourth Articles of Amendment became effective on August 6, 2012. A copy of the Fourth Articles of Amendment is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the transactions contemplated by the Master Agreement, the Company’s Board of Directors amended and restated the Company’s bylaws to increase the size of the Board of Directors from five to nine and incorporate certain other provisions from the Corporate Governance Agreement described elsewhere in this Current Report on Form 8-K. A copy of the amended and restated bylaws is filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

The Company’s statements contained in this current report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could cause actual events in the future to differ from the forward-looking statements contained in this report relating to the transactions described in the report include, but are not limited to:

• material adverse changes in the business or assets of the EL Companies or the Contributed Properties or entities that own the Contributed Properties;

• material adverse changes in the business, assets or financial condition of the Company that prevent the Company from being able to close the proposed transactions;

• inability of the parties to obtain all consents and approvals that are required to complete the proposed transactions, including investor approvals and lender consents; or

• legal or regulatory proceedings that prevent the parties from being able to complete the proposed transactions.

Item 9.01. Exhibits and Financial Statements.

In reviewing the agreements included as exhibits to this Current Report on Form 8-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

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• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

d. Exhibits:

Exhibit Number	Description
3.1	Articles Supplementary designating the 9.75% Series A Cumulative Redeemable Non-Convertible Preferred Stock, par value $0.01 per share, Apartment Trust of America, Inc.
3.2	Articles Supplementary designating the 9.75% Series B Cumulative Redeemable Non-Convertible Preferred Stock, par value $0.01 per share, of Apartment Trust of America, Inc.
3.3	Fourth Articles of Amendment to the Articles of Amendment and Restatement of Apartment Trust of America, Inc.
3.4	Amended and Restated Bylaws of Apartment Trust of America, Inc.
3.5	Third Amendment to Agreement of Limited Partnership of Apartment Trust of America Holdings, LP.
4.1	Registration Rights Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and the Holders named therein.
4.2	Registration Rights Agreement, dated as of August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership and DK Landmark, LLC.
4.3	Form of Warrant (included as an exhibit to the Securities Purchase Agreement filed as Exhibit 10.25 and incorporated by reference herein).
10.1	Master Contribution and Recapitalization Agreement, dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Management, LLC.
10.2	Interest Contribution Agreement (Overlook at Daytona), dated as of August 3, 2012, by and among Apartment Trust of America Inc., Apartment Trust of America Holdings, LP, ADMG Diplomatic Partners, LP, SFLP Diplomatic, LLC, and Elco Landmark Residential Management, LLC.

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Exhibit Number	Description
10.3	Interest Contribution Agreement (Seabreeze Daytona Marina), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Joseph Lubeck and Elco Landmark Residential Management, LLC.
10.4	Interest Contribution Agreement (Creekside Grand), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco LR OPT II, LP, Creekside Investors LLC and Elco Landmark Residential Management, LLC.
10.5	Interest Contribution Agreement (Reserve at Mill Landing), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Century Mill Investors and Elco Landmark Residential Management, LLC.
10.6	Interest Contribution Agreement (Lofton Meadows), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.7	Interest Contribution Agreement (Milana Reserve), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.8	Interest Contribution Agreement (Parkway Grand), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.9	Interest Contribution Agreement (Crestmont Reserve), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.10	Interest Contribution Agreement (Kensington Station), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.11	Interest Contribution Agreement (Palisades at Bear Creek), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.12	Interest Contribution Agreement (Monterra Pointe), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.13	Interest Contribution Agreement (Richmond on the Fairway), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Kings Carlyle Club Mezz, LLC.

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Exhibit Number	Description
10.14	Interest Contribution Agreement (Landmark at Grand Palms), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark Grand Palms Management, LLC and Legacy Grand Palms LLC.
10.15	Interest Contribution Agreement (Landmark at Ridgewood Preserve, Landmark at Heritage Place, and Manchester Park), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark Arlington Management, LLC and Legacy Arlington, LLC.
10.16	Interest Contribution Agreement (Grand Isles at Bay Meadows), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.17	Interest Contribution Agreement (Landmark at Grand Meadows - Grand Meadow Holdings), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Grand Meadow Holdings, LLC.
10.18	Interest Contribution Agreement (Landmark at Grand Meadows - Gilco 2), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Gilco 2, LLC.
10.19	Interest Contribution Agreement (Grand Galleria), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark at Birmingham Management, LLC and Legacy Galleria, LLC.
10.20	Interest Contribution Agreement (Bay Breeze Villas), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC and DK Bay Breeze, LLC.
10.21	Interest Contribution Agreement (Esplanade Apartments), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC, DK Esplanade, LLC and DK Esplanade II, LLC.
10.22	Interest Contribution Agreement (Andros Isles), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC and DK Gateway Andros II, LLC.
10.23	Form of Tax Protection Agreement.
10.24	Form of Management Support Services Agreement between ATA Property Management, LLC and Elco Landmark Residential Management, LLC.
10.25	Securities Purchase Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership, DK Landmark, LLC and Elco Landmark Residential Holding LLC (including the form of Warrant issued to 2335889 Limited Partnership and DK Landmark, LLC).

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Exhibit Number	Description
10.26	Corporate Governance Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership, DK Landmark, LLC and Elco Landmark Residential Holdings LLC.
10.27	Advisory Termination Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc. and ROC REIT Advisors, LLC.
10.28	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Stanley J. Olander, Jr.
10.29	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Gustav G. Remppies.
10.30	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and B. Mechelle Lafon.
10.31	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Joseph G. Lubeck.
10.32	Form of LTIP Unit Award Vesting Agreement.
10.33	Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan.
10.34	Amendment No. 2 to the 2006 Incentive Award Plan of Apartment Trust of America, Inc.
10.35	Form of Loan Indemnification Agreement (Elco).
10.36	Form of Loan Indemnification Agreement (DeBartolo).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 8, 2012	Landmark Apartment Trust of America, Inc.
	By:	/s/ Stanley J. Olander
	Name: Stanley J. Olander, Jr.
	Title: Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Articles Supplementary designating the 9.75% Series A Cumulative Redeemable Non-Convertible Preferred Stock, par value $0.01 per share, Apartment Trust of America, Inc.
3.2	Articles Supplementary designating the 9.75% Series B Cumulative Redeemable Non-Convertible Preferred Stock, par value $0.01 per share, of Apartment Trust of America, Inc.
3.3	Fourth Articles of Amendment to the Articles of Amendment and Restatement of Apartment Trust of America, Inc.
3.4	Amended and Restated Bylaws of Apartment Trust of America, Inc.
3.5	Third Amendment to Agreement of Limited Partnership of Apartment Trust of America Holdings, LP.
4.1	Registration Rights Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and the Holders named therein.
4.2	Registration Rights Agreement, dated as of August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership and DK Landmark, LLC.
4.3	Form of Warrant (included as an exhibit to the Securities Purchase Agreement filed as Exhibit 10.25 and incorporated by reference herein).
10.1	Master Contribution and Recapitalization Agreement, dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Management, LLC.
10.2	Interest Contribution Agreement (Overlook at Daytona), dated as of August 3, 2012, by and among Apartment Trust of America Inc., Apartment Trust of America Holdings, LP, ADMG Diplomatic Partners, LP, SFLP Diplomatic, LLC, and Elco Landmark Residential Management, LLC.
10.3	Interest Contribution Agreement (Seabreeze Daytona Marina), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Joseph Lubeck and Elco Landmark Residential Management, LLC.
10.4	Interest Contribution Agreement (Creekside Grand), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco LR OPT II, LP, Creekside Investors LLC and Elco Landmark Residential Management, LLC.
10.5	Interest Contribution Agreement (Reserve at Mill Landing), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Century Mill Investors and Elco Landmark Residential Management, LLC.
10.6	Interest Contribution Agreement (Lofton Meadows), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.

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Exhibit Number	Description
10.7	Interest Contribution Agreement (Milana Reserve), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.8	Interest Contribution Agreement (Parkway Grand), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.9	Interest Contribution Agreement (Crestmont Reserve), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.10	Interest Contribution Agreement (Kensington Station), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.11	Interest Contribution Agreement (Palisades at Bear Creek), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.12	Interest Contribution Agreement (Monterra Pointe), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.
10.13	Interest Contribution Agreement (Richmond on the Fairway), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Kings Carlyle Club Mezz, LLC.
10.14	Interest Contribution Agreement (Landmark at Grand Palms), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark Grand Palms Management, LLC and Legacy Grand Palms LLC.
10.15	Interest Contribution Agreement (Landmark at Ridgewood Preserve, Landmark at Heritage Place, and Manchester Park), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark Arlington Management, LLC and Legacy Arlington, LLC.
10.16	Interest Contribution Agreement (Grand Isles at Bay Meadows), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC.

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Exhibit Number	Description
10.17	Interest Contribution Agreement (Landmark at Grand Meadows - Grand Meadow Holdings), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Grand Meadow Holdings, LLC.
10.18	Interest Contribution Agreement (Landmark at Grand Meadows - Gilco 2), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC and Gilco 2, LLC.
10.19	Interest Contribution Agreement (Grand Galleria), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, Elco Landmark Residential Management, LLC, Elco Landmark at Birmingham Management, LLC and Legacy Galleria, LLC.
10.20	Interest Contribution Agreement (Bay Breeze Villas), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC and DK Bay Breeze, LLC.
10.21	Interest Contribution Agreement (Esplanade Apartments), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC, DK Esplanade, LLC and DK Esplanade II, LLC.
10.22	Interest Contribution Agreement (Andros Isles), dated as of August 3, 2012, by and among Apartment Trust of America, Inc., Apartment Trust of America Holdings, LP, DeBartolo Development, LLC and DK Gateway Andros II, LLC.
10.23	Form of Tax Protection Agreement.
10.24	Form of Management Support Services Agreement between ATA Property Management, LLC and Elco Landmark Residential Management, LLC.
10.25	Securities Purchase Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership, DK Landmark, LLC and Elco Landmark Residential Holding LLC (including the form of Warrant issued to 2335889 Limited Partnership and DK Landmark, LLC).
10.26	Corporate Governance Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc., 2335887 Limited Partnership, DK Landmark, LLC and Elco Landmark Residential Holdings LLC.
10.27	Advisory Termination Agreement, dated August 3, 2012, by and among Apartment Trust of America, Inc. and ROC REIT Advisors, LLC.
10.28	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Stanley J. Olander, Jr.
10.29	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Gustav G. Remppies.
10.30	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and B. Mechelle Lafon.

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Exhibit Number	Description
10.31	Employment Agreement, dated as of August 3, 2012, by and between Apartment Trust of America, Inc. and Joseph G. Lubeck.
10.32	Form of LTIP Unit Award Vesting Agreement.
10.33	Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan.
10.34	Amendment No. 2 to the 2006 Incentive Award Plan of Apartment Trust of America, Inc.
10.35	Form of Loan Indemnification Agreement (Elco).
10.36	Form of Loan Indemnification Agreement (DeBartolo)

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EX-3.1

Exhibit 3.1

APARTMENT TRUST OF AMERICA, INC.

FORM OF ARTICLES SUPPLEMENTARY

9.75% SERIES A CUMULATIVE NON-CONVERTIBLE PREFERRED STOCK

Apartment Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) by duly adopted resolutions classified and designated 4,000,000 shares of authorized but unissued preferred stock, par value $0.01 per share (the “Preferred Stock”), as shares of 9.75% Series A Cumulative Non-Convertible Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth below:

9.75% Series A Cumulative Non-Convertible Preferred Stock

Section 1. Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings herein specified (with terms defined in the singular having comparable meanings when used in the plural).

“Affiliate” shall mean, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise.

“Andros Transaction” shall mean the transactions contemplated by Section 1.5(b) of the Master Contribution Agreement (relating to the Andros Cash Payment Obligation (as defined therein)).

“Book Value Per Share” means $4.30.

“Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close.

“Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Equity, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

“Change of Control” shall mean the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the Original Issue Date by any Person or “group” (as described in Rule 13d-5(b)(1) under the Exchange Act), other than pursuant to a Qualified Contribution Transaction, of more than 50% of the voting rights or equity interests in the Corporation; (ii) a replacement of more than 50% of the members of the

Board of Directors that is not approved by those individuals who are members of the Board of Directors on the Original Issue Date (or other directors previously approved by such individuals); (iii) a merger or consolidation of the Corporation or a sale of 50% or more of the assets of the Corporation in one or a series of related transactions, unless (a) following such transaction or series of transactions, the holders of the Corporation’s securities prior to the first such transaction continue to hold at least 50% of the voting rights and equity interests in the surviving entity or acquirer of such assets, as applicable, or (b) the merger or consolidation is pursuant to a Qualified Contribution Transaction; (iv) a recapitalization, reorganization or other transaction involving the Corporation (excluding any bona fide underwritten public offering of Capital Stock) that constitutes or could result in a transfer of more than 50% of the voting rights in the Corporation, other than pursuant to a Qualified Contribution Transaction; or (v) the execution by the Corporation or its controlling stockholders of an agreement providing for or that will result in any of the foregoing events.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Common Equity” shall mean all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other stock of the Corporation, howsoever designated, authorized after the Original Issue Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount.

“Common Stock” shall mean the common stock, $0.01 par value per share, of the Corporation.

“Component Entity” means any Person controlled by the Corporation and in which the Corporation holds any direct or indirect Equity Interest.

“Corporation” shall have the meaning set forth in the preamble. For avoidance of doubt, references herein to the Corporation shall exclude any Component Entity except as expressly provided otherwise.

“DeBartolo” shall mean DK Landmark, LLC, a Florida limited liability company.

“Dividend Deferral Period” shall mean the period commencing on the Original Issue Date and continuing through and including the date that is three months thereafter, subject to extension as provided below and subject to termination prior to the expiration of such initial or extended period at the option of the Corporation. The Corporation shall be entitled to extend the Dividend Deferral Period beyond such initial three-month period on one occasion only for an additional three-month period, upon notice given not earlier than ten (10) days prior to nor later than ten (10) days after the expiration of such initial period to the holder (or holders) of the shares of Series A Preferred Stock then outstanding, provided that, as of the expiration of such initial period, (i) the Corporation shall have complied at all times with its obligations under Section 5.4 (Lender Consents) of the Securities Purchase Agreement, (ii) the Adjusted Full Contribution Date (as defined in the Securities Purchase Agreement with respect to OPTrust) shall not have

2

occurred and (iii) the corresponding deferral period with respect to each other class or series of Parity Stock of which any shares are then outstanding is concurrently extended by the Corporation pursuant to the corresponding terms thereof.

“Dividend Record Date” shall mean, with respect to any Dividend Payment Date, the last day of the calendar month preceding the calendar month in which such Dividend Payment Date falls.

“Dividend Payment Date” shall mean the 15th day of each calendar month commencing with the first such date following the end of the calendar month that includes the last day of the Dividend Deferral Period.

“Dividend Period” shall mean each calendar month (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include August 31, 2012, and other than the Dividend Period during which any shares of Series A Preferred Stock shall be redeemed pursuant to Section 6 or Section 7, which shall end on and include the date on which the shares of Series A Preferred Stock are redeemed).

“Domestically Controlled REIT” shall mean a REIT that is a “domestically controlled qualified investment entity” meeting the ownership requirements of Code section 897(h)(4)(B).

“Elco NA” shall mean Elco North America, Inc., a Delaware corporation.

“ELRH” shall mean Elco Landmark Residential Holdings LLC, a Delaware limited liability company.

“Equity Interest” means (i) in the case of a corporation, shares of stock, (ii) in the case of a general or limited partnership, partnership interests, (iii) in the case of a limited liability company, limited liability company interests, (iv) in the case of a trust, beneficial interests therein and (v) in the case of any other Person that is not an individual, the comparable interests therein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Property” shall mean any Property owned by the Corporation or any Component Entity as of the Original Issue Date.

“Extension Dividend” shall have the meaning set forth in Section 6(b).

“Future Property” shall mean any Property (other than a Planned Contributed Property) acquired by, or contributed to, the Corporation or any Component Entity after the Original Issue Date.

“GAAP” shall mean generally accepted accounting principles in the United States.

“Guaranty” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor

3

on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take or pay contract, or to maintain the capital, working capital, solvency, or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person or referred to in a note thereto.

“Indebtedness” means, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Peron is liable, contingently or otherwise, as obligor or otherwise (other than trade payables, and other current liabilities payable in less than one year, in each case incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances, or instruments, or arising out of letters of credit or bankers’ acceptances issued for such Person’s account, (iv) all obligations, whether or not assumed, secured by any Lien or payable out of the proceeds or rent from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty, (vi) obligations under leases required to be capitalized in accordance with GAAP, (vii) all obligations for which such Person is obligated pursuant to any interest rate swap, interest rate cap, interest rate collar, or other interest rate hedging agreement or arrangement or other derivative agreements or arrangements, and (viii) all obligations of such Person upon which interest charges are customarily paid or accrued.

“Initiating Holder” shall have the meaning set forth in Section 6(c).

“IPO” shall mean the consummation of the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of Common Stock registered under the United States Securities Act of 1933, as amended, that occurs after the Original Issue Date and, in conjunction with which, such shares of Common Stock are listed for trading on the NYSE.

“Junior Stock” shall mean, as the case may be, (i) the Common Equity and any other class or series of stock of the Corporation which is not entitled to receive any dividends in any period unless all dividends required to have been paid or declared and set apart for payment on the Series A Preferred Stock (and any Parity Stock) shall have been so paid or declared and set apart for payment, (ii) the Common Equity and any other class or series of stock of the Corporation which is not entitled to receive any assets upon liquidation, dissolution or winding up of the affairs of the Corporation until the Series A Preferred Stock (and any Parity Stock) shall have received the entire amount to which such Series A Preferred Stock (and any Parity Stock) is entitled upon such liquidation, dissolution or winding up or (iii) the Common Equity and any other class or series of stock of the Corporation ranking junior to the Series A Preferred Stock (and any Parity Stock) in respect of the right to redemption.

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“Key Person” means each of (i) Joseph G. Lubeck and Stanley J. Olander, and (ii) any person appointed by the Corporation to replace either of them (or appointed to replace any person described in this clause (ii)) following a Key Person Event.

“Key Person Event” shall have the meaning set forth in Section 6(c).

“Key Person Replacement Period” shall have the meaning set forth in Section 6(c).

“Lien” means any security interest, lien, pledge, charge, encumbrance, mortgage, indenture, security agreement or other similar agreement, arrangement, contract, commitment or obligation, relating in any way to credit or the borrowing of money.

“Liquidation Preference” shall mean $10.00 per share of Series A Preferred Stock.

“Mandatory Redemption Date” shall have the meaning set forth in Section 6(b).

“Master Contribution Agreement” shall mean the Master Contribution and Recapitalization Agreement, dated as of the Original Issue Date, by and among the Corporation, the Operating Partnership, ELRH and the other parties thereto, without giving effect to any amendment, modification or waiver thereof.

“Master Contribution Transactions” means the transactions contemplated by the Master Contribution Agreement and the Securities Purchase Agreement.

“NYSE” shall mean the New York Stock Exchange.

“Operating Partnership” shall mean Apartment Trust of America Holdings, L.P.

“Optional Redemption Date” shall have the meaning set forth in Section 6(e).

“Optional Redemption Event” shall have the meaning set forth in Section 6(c).

“Optional Redemption Event Notice” shall have the meaning set forth in Section 6(e).

“Optional Redemption Notice” shall have the meaning set forth in Section 6(e).

“Optional Redemption Period” shall have the meaning set forth in Section 6(e).

“Optional Redemption Right” shall have the meaning set forth in Section 6(c).

“OPTrust” shall mean 2335887 Limited Partnership, an Ontario limited partnership.

“OPTrust Put Right” shall mean the Contribution Put Right (as defined in the Put and ROFR Agreement dated as of the Original Issue Date among OPTrust, Elco NA and Joseph G. Lubeck).

“OPTrust Voting Power” shall have the meaning set forth in Section 8(a)(ii).

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“Original Issue Date” shall mean the date on which shares of Series A Preferred Stock are first issued by the Corporation.

“Parity Optional Redemption Exercise” shall have the meaning set forth in Section 6(e).

“Parity Optional Redemption Right” shall have the meaning set forth in Section 6(e).

“Parity Special Redemption Exercise” shall have the meaning set forth in Section 7(g).

“Parity Special Redemption Notice” shall have the meaning set forth in Section 7(g).

“Parity Special Redemption Right” shall have the meaning set forth in Section 7(g).

“Parity Stock” shall mean, as the case may be, (i) any class or series of stock of the Corporation which is entitled to receive payment of dividends on a parity with the Series A Preferred Stock, (ii) any class or series of stock of the Corporation which is entitled to receive assets upon liquidation, dissolution or winding up of the affairs of the Corporation on a parity with the Series A Preferred Stock or (iii) any class or series of stock of the Corporation which is entitled to receive payment upon redemption thereof on a parity with the Series A Preferred Stock. The term “Parity Stock” shall include the Series B Preferred Stock and the Series C Preferred Stock.

“Permitted Additional Unsecured Debt” shall mean any unsecured Indebtedness of the Corporation or any Component Entity, in aggregate amount not to exceed $500,000, first incurred after the Original Issue Date in connection with the Master Contribution Transactions (including, without limitation, any Indebtedness to refinance then existing Indebtedness) that provides for no mandatory payments of principal to be made prior to the redemption of all outstanding shares of Series A Preferred Stock.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity.

“Planned Contributed Property” shall mean any Property acquired by, or contributed to, the Corporation or any Component Entity after the Original Issue Date in connection with the Master Contribution Transactions, which Property is identified as of the Original Issue Date on the applicable schedule attached to the Securities Purchase Agreement.

“Preferred Distribution Rate” shall mean 9.75% per annum; provided, however, that in the event that the Corporation shall fail to redeem any shares of Series A Preferred Stock on the Mandatory Redemption Date, then from and after such date the “Preferred Distribution Rate” shall be 12.75% per annum.

“Property” shall mean, at any time, any multi-family residential property acquired, owned or leased by the Corporation or any Component Entity at such time, and all of such properties are collectively referred to herein as the “Properties”.

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“Qualified Contribution Transaction” means any one or more of the following:

(i) the Master Contribution Transactions; or

(ii) any other contribution, sale, lease or other transfer by any one or more of ELRH and its Affiliates to the Corporation or any Component Entity, directly or indirectly, in a single transaction or in a series of related transactions, whether by property disposition, equity interest disposition, merger, consolidation or otherwise, of one or more of the following: (x) Future Property, or (y) cash, provided that, in the case of this clause (y), the aggregate consideration paid or issued by the Corporation and the Component Entities in respect of such cash does not exceed 15% of the total consideration paid or issued in respect of all cash and Future Property contributed, sold, leased or otherwise transferred pursuant to such Qualified Contribution Transaction; provided, however, that, notwithstanding the foregoing, no transaction shall constitute a Qualified Contribution Transaction under this clause (ii): (A) prior to the Adjusted Full Contribution Date (as defined in the Securities Purchase Agreement with respect to OPTrust); (B) if such transaction is not approved by a majority of the disinterested members of the Board of Directors prior to the consummation of such transaction; (C) if consummation of any such transaction or series of related transactions would contravene any of the provisions of Section 8(c); or (D) if such transaction causes the Corporation (or the surviving entity in the case of a merger or consolidation to which the Corporation is a constituent party and is not the surviving entity) to cease to be a REIT with a class of equity securities registered under Section 12 of the Exchange Act.

“Redemption Date” shall mean a Mandatory Redemption Date, Optional Redemption Date or Special Redemption Date, as applicable.

“Redemption Price” shall have the meaning set forth in Section 5(a).

“Regulations” means the Treasury Regulations promulgated under the Code as such regulations may be amended from time to time (including the corresponding provisions of succeeding regulations).

“REIT” means any real estate investment trust complying with the requirements of Sections 856 through 860 of the Code and the Regulations related thereto.

“Secured Property Debt” shall mean Indebtedness secured by a Lien on any Property.

“Securities Purchase Agreement” shall mean the Securities Purchase Agreement, dated as of the Original Issue Date, by and among the Corporation, OPTrust, DeBartolo and ELRH, as the same may be amended and in effect from time to time.

“Senior Stock” shall mean, as the case may be, (i) any class or series of stock of the Corporation ranking senior to the Series A Preferred Stock (and any Parity Stock) in respect of the right to receive dividends, (ii) any class or series of stock of the Corporation ranking senior to the Series A Preferred Stock (and any Parity Stock) in respect of the right to participate in any distribution upon liquidation, dissolution or winding up of the affairs of the Corporation or (iii) any class or series of stock of the Corporation ranking senior to the Series A Preferred Stock (and any Parity Stock) in respect of the right to redemption.

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“Series A Preferred Stock” shall mean the 9.75% Series A Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

“Series A Preferred Terms” shall have the meaning set forth in Section 8(c)(ii).

“Series B Preferred Stock” shall mean the 9.75% Series B Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

“Series C Preferred Stock” shall mean, as, if and when resolved by the Board of Directors after the Original Issue Date in connection with the Andros Transaction, a series of then authorized but unissued Preferred Stock to be classified and designated as shares of 9.75% Series C Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation, with preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption substantially similar to, and in any event not more favorable to the holder or holders thereof, than those of the Series B Preferred Stock.

“Special Redemption Date” shall have the meaning set forth in Section 7(a).

“Special Redemption Notice” shall have the meaning set forth in Section 7(a).

“Special Redemption Proceeds” shall have the meaning set forth in Section 7(a).

“Special Redemption Right” shall have the meaning set forth in Section 7(a).

“Unredeemed Shares” shall mean any shares of Series A Preferred Stock which the Corporation is obligated to redeem on any particular Redemption Date and in respect of which the Corporation has failed to deliver the Redemption Price in full on such Redemption Date.

Section 2. Designation and Number. A series of Preferred Stock, designated the “9.75% Series A Cumulative Non-Convertible Preferred Stock” is hereby established. The number of authorized shares of Series A Preferred Stock shall be 4,000,000.

Section 3. Rank. The Series A Preferred Stock will, with respect to dividend rights, redemption rights and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, rank: (i) senior to all classes or series of Junior Stock; and (ii) on parity with the Series B Preferred Stock, the Series C Preferred Stock and any other class or series of Parity Stock. The Series A Preferred Stock shall not rank junior to any Capital Stock, and there shall be no class or series of Senior Stock.

Section 4. Dividends.

(a) The record holders of Series A Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of

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funds legally available for the payment of dividends, cumulative cash dividends calculated at the Preferred Distribution Rate on the Liquidation Preference. Dividends on each outstanding share of Series A Preferred Stock shall accrue and be cumulative from and including the issuance date of such share and shall be payable monthly in arrears on each Dividend Payment Date; provided, however, that if any Dividend Payment Date is not a Business Day, then any accrued dividend which would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day. The amount of any dividend payable on the Series A Preferred Stock for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Record Date. Dividends accrued in respect of any Dividend Period that are not paid on the first Dividend Payment Date following the end of such Dividend Period shall be deemed to be in arrears, and such dividends in arrears shall accrue additional cumulative cash dividends at the Preferred Distribution Rate from such Dividend Payment Date until the date on which such dividends in arrears are authorized by the Board of Directors and are declared and paid in full by the Corporation. Dividends in respect of any past Dividend Period that are in arrears may be declared and paid at any time to holders of record on a subsequent Dividend Record Date.

(b) Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock (including any additional cumulative dividends accrued on dividends in arrears) shall accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared.

(c) Subject to Section 6(h) and Section 8(c), and except as provided in Section 4(d) below, and except to the extent necessary for the Corporation to maintain its qualification as a REIT under the Code, (x) no dividends shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to any shares of any class or series of Junior Stock or Parity Stock for any period (other than (i) a dividend paid in shares of any class or series of Junior Stock or (ii) during the Dividend Deferral Period, a dividend (other than an extraordinary dividend) on or with respect to the Common Equity), (y) no shares of any class or series of Junior Stock or Parity Stock shall be redeemed, purchased or otherwise acquired for any consideration by the Corporation, and (z) the Corporation shall not pay or make available any monies for a sinking fund for the redemption of shares of any class or series of Junior Stock (except by conversion into or exchange for other shares of any class or series of Junior Stock which rank junior to the Series A Preferred Stock as to dividends and upon liquidation, dissolution or winding up of the affairs of the Corporation), in each case, unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are declared and (i) paid in cash or (ii) a sum sufficient for the payment thereof in cash is set apart for such payment.

(d) When dividends are not declared and paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and the shares of any other class or series of Parity Stock, all dividends declared upon the Series A Preferred Stock and each such other class or series of Parity Stock shall be declared pro rata so that the amount of

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dividends declared per share of Series A Preferred Stock and such other class or series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other class or series of Parity Stock (which shall not include any accrual in respect of unpaid dividends on such other class or series of Parity Stock for prior Dividend Periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other.

(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of stock, in excess of full cumulative dividends on the Series A Preferred Stock (including any cumulative dividends accrued on dividends in arrears) as provided herein. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable.

Section 5. Liquidation Preference.

(a) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of any Junior Stock, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, liquidating distributions in cash in an amount of the Liquidation Preference, plus an amount equal to all accrued and unpaid dividends (whether or not earned or declared) (including any additional cumulative dividends accrued on dividends in arrears) up to, but not including, the date of payment, plus an amount equal to one percent (1%) of the Liquidation Preference (collectively, the “Redemption Price”).

(b) In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock, then the holders of the Series A Preferred Stock and each such other class or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

(c) Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A Preferred Stock at the respective addresses of such holder as the same shall appear on the share transfer records of the Corporation.

(d) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or

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into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation.

(e) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Section 6. Redemption.

(a) General. Shares of Series A Preferred Stock shall not be redeemable except as set forth in this Section 6 or in Section 7.

(b) Mandatory Redemption. All of the issued and outstanding shares of Series A Preferred Stock shall be redeemed by the Corporation for cash on the second anniversary of the Original Issue Date; provided, however, that, subject to the provisions of this Section 6(b), upon providing not less than 30 days’ prior written notice to the holders of the Series A Preferred Stock, the Corporation may extend the date on which all (but not less than all) of the then issued and outstanding shares of Series A Preferred Stock shall be redeemed by 18 months (but not less than 18 months); provided further, that: (i) as a condition to any such extension taking effect, on or before the date scheduled for redemption (without giving effect to such extension), the Corporation shall cause full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment; (ii) the Corporation shall only be entitled to exercise the foregoing right to extend the date of redemption of the Series A Preferred Stock by 18 months in accordance with this Section 6(b) twice in total (such that in no event shall the date of redemption be later than the fifth anniversary of the Original Issue Date); (iii) the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series A Preferred Stock unless the date of redemption of each other class or series of Parity Stock of which any shares are then outstanding is concurrently extended by the Corporation pursuant to the corresponding terms thereof; (iv) the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series A Preferred Stock if the OPTrust Put Right shall have become exercisable at any time (whether or not actually exercised or expired); and (v) as a condition to any such extension taking effect, on or before the date scheduled for redemption (without giving effect to such extension) the Corporation shall pay to the holders of all the then issued and outstanding shares of Series A Preferred Stock an amount equal to one percent (1%) of the Liquidation Preference (the “Extension Dividend”) in cash or immediately available funds. In the event that any of the foregoing requirements set forth in this Section 6(b) are not satisfied, the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series A Preferred Stock, and the Corporation shall redeem all of the Series A Preferred Stock on the date on which the Series A Preferred Stock is otherwise required to be redeemed pursuant to this Section 6(b)

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(without giving effect to any further extension). The date on which the shares of Series A Preferred Stock are required to be redeemed by the Corporation pursuant to this Section 6(b) is referred to herein as the “Mandatory Redemption Date”. On the Mandatory Redemption Date the Corporation shall redeem all of the issued and outstanding Series A Preferred Stock for cash in an amount per share equal to the Redemption Price calculated as of the Mandatory Redemption Date, and such redemption payment shall be made to the holder on the Mandatory Redemption Date in cash or in immediately available funds. For avoidance of doubt, failure to redeem all of the outstanding Series A Preferred Stock on the Mandatory Redemption Date shall result in an increase of the Preferred Distribution Rate from 9.75% per annum to 12.75% per annum payable in respect of the Unredeemed Shares, and such increased distribution rate shall take effect with respect to the Unredeemed Shares effective from and after the Mandatory Redemption Date until such time as all of the outstanding Series A Preferred Stock have been redeemed and paid for in full pursuant to this Section 6(b). If on the Mandatory Redemption Date fewer than (i) all of the outstanding shares of Series A Preferred Stock and (ii) all shares of other classes or series of Parity Stock required to be redeemed on such date may legally be redeemed, the Corporation shall redeem on the Mandatory Redemption Date such number of shares of Series A Preferred Stock and such number of shares of other classes or series of Parity Stock that may legally be redeemed on such date to the fullest extent permitted by law pro rata (as nearly as may be practicable without creating fractional shares), calculated based on the aggregate Redemption Price payable on the Series A Preferred Stock and the corresponding redemption proceeds payable on such shares of other classes or series of Parity Stock required to be redeemed on such date pursuant to the terms thereof, and the remainder of the shares of Series A Preferred Stock shall be deemed to be “Unredeemed Shares” and shall be redeemed as soon as practicable thereafter. Such Unredeemed Shares shall continue to accrue preferred cumulative dividends in accordance with the terms hereof up to but excluding the date on which the Corporation pays in full to the holders of such Unredeemed Shares in cash or immediately available funds the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends due thereon as of such date.

(c) Optional Redemption. A holder (or holders) of a majority of the issued and outstanding shares of Series A Preferred Stock at such time (collectively, an “Initiating Holder”), at its option, shall have the right (the “Optional Redemption Right”), which right may be exercised by such Initiating Holder delivering to the Corporation an Optional Redemption Notice on or before the date on which the Optional Redemption Period expires, to require the Corporation to redeem all (but not less than all) of the outstanding shares of Series A Preferred Stock upon the occurrence of any of the following events after the Original Issue Date (each, an “Optional Redemption Event”):

(i) a Change of Control;

(ii) the redemption by the Corporation of any Junior Stock or Parity Stock except to the extent such redemption is permitted herein;

(iii) any breach by the Corporation of Section 8(c) not timely waived by the holder (or holders) of a majority of the shares of Series A Preferred Stock in accordance with Section 6(e);

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(iv) in the event that (A) any Key Person becomes incapacitated, deceased or otherwise ceases to be employed by the Corporation for any reason (a “Key Person Event”), and (B) another individual approved by the holder (or holders) of a majority of the shares of Series A Preferred Stock issued and outstanding at that time, such approval not to be unreasonably withheld, conditioned or delayed, is not appointed by the Board of Directors to fill the vacant position resulting from such Key Person Event within a period of six (6) months after the occurrence of such event (the “Key Person Replacement Period”); provided, however, that if a Key Person Event occurs with respect to any one Key Person and, prior to the replacement of such individual in accordance with clause (B) above, a Key Person Event occurs with respect to the other remaining Key Person, then the Key Person Replacement Period with respect to both such individuals shall end no later than the four (4) month anniversary of the first date on which a Key Person Event occurred or existed with respect to both such individuals;

(v) in the event that the Corporation or any Component Entity defaults on any Secured Property Debt and such default either (A) cannot be cured within 45 days after such default occurs (20 days if the default occurs on any Secured Property Debt relating to more than one Property), or (B) is not actually cured within 45 days after such default occurs (20 days if the default occurs on any Secured Property Debt relating to more than one Property); and

(vi) in the event that at any time the Corporation fails to qualify as a Domestically Controlled REIT.

(d) Optional Redemption Event Notice. No later than ten (10) days following the occurrence of an Optional Redemption Event, the Corporation shall deliver to the holders of record of Series A Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of occurrence of the Optional Redemption Event (the “Optional Redemption Event Notice”). Such notice shall state: (i) the events constituting the Optional Redemption Event; (ii) the date on which the Optional Redemption Event occurred; (iii) that, as a result of the Optional Redemption Event, the Initiating Holder may exercise the Optional Redemption Right; and (iv) the procedure set forth below which the Initiating Holder must follow in order to validly exercise the Optional Redemption Right. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the rights of the Initiating Holder to demand the redemption of Series A Preferred Stock in accordance with this Section 6.

(e) Optional Redemption Procedure.

(i) Exercise. The Optional Redemption Right may be exercised by the Initiating Holder no later than sixty (60) days after the delivery by the Corporation to such holder of an Optional Redemption Event Notice (subject to extension as provided in Section 6(e)(ii)(C), the “Optional

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Redemption Period”) by delivering to the Corporation a notice in writing (an “Optional Redemption Notice”) stating such holder’s election for the Corporation to redeem shares of Series A Preferred Stock, specifying the clause in Section 6(c) under which the redemption is being exercised. A breach by the Corporation of Section 8(c) will be deemed waived for purposes of Section 6(c)(iii) if the holder (or holders) of a majority of the shares of Series A Preferred Stock then outstanding explicitly waive in writing such breach prior to delivery of such Optional Redemption Notice. An Optional Redemption Notice may not be withdrawn without the written consent of the Corporation, which consent must be approved by a majority of the members of the Board of Directors (excluding for this purpose each director, if any, who is affiliated (as determined pursuant to the provisions of the Charter) with any holder of the Series A Preferred Stock).

(ii) Coordination with Parity Stock.

(A) Promptly, and in any event no later than five (5) days, following any delivery by the Initiating Holder to the Corporation of an Optional Redemption Notice, the Corporation shall deliver to the holders of record of each other class or series of Parity Stock of which any shares are then outstanding a notice of receipt of the Optional Redemption Notice, together with a copy of the Optional Redemption Notice.

(B) Promptly, and in any event no later than five (5) days, following any exercise by the holder or holders of any other class or series of Parity Stock, pursuant to the terms thereof, of the optional redemption right set forth therein corresponding to the Optional Redemption Right set forth herein (such right a “Parity Optional Redemption Right” and such exercise a “Parity Optional Redemption Exercise”), the Corporation shall deliver to the holders of record of Series A Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of such Parity Optional Redemption Exercise, together with a copy of the exercise notice received by the Corporation relating thereto.

(C) In the event of any Parity Optional Redemption Exercise occurring prior to the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation, the Optional Redemption Period shall be extended, to the extent necessary, so as to provide for a period of at least ten (10) days following delivery by the Corporation of the notice described in Section 6(e)(ii)(B). For avoidance of doubt, the foregoing provision shall in no event reduce the duration of the Optional Redemption Period.

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(iii) Optional Redemption Date. If, following an Optional Redemption Event, an Initiating Holder exercises the Optional Redemption Right in accordance with this Section 6(e), the date of redemption of the Series A Preferred Stock (the “Optional Redemption Date”) shall be the date that is thirty (30) days after the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation; provided, however, that, in the event of any Parity Optional Redemption Exercise occurring prior to the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation, if the Initiating Holder shall have delivered the Optional Redemption Notice no later than ten (10) days following delivery by the Corporation of the notice described in Section 6(e)(ii)(B) in respect of the earliest such Parity Optional Redemption Exercise, then the Optional Redemption Date shall be accelerated (but not deferred) to be the same as the date of redemption of the Parity Stock to which such Parity Optional Redemption Exercise relates; provided further, that, subject to the foregoing proviso, the Corporation, by written notice to the Initiating Holder, may in its sole discretion elect to accelerate (but not to defer) the Optional Redemption Date to coincide with the redemption date relating to any Parity Optional Redemption Exercise.

(f) Redemption Payment. For each share of Series A Preferred Stock which is to be redeemed pursuant to this Section 6, the Corporation shall be obligated on the applicable Redemption Date therefor or, if such Redemption Date is not a Business Day, on the first Business Day thereafter, to pay to the holder thereof in full (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share of Series A Preferred Stock, to the extent the shares of Series A Preferred Stock are certificated) an amount in cash or immediately available funds equal to the Redemption Price calculated as of such Redemption Date; provided, however, that in the event of a redemption pursuant to Section 6(c) where the Optional Redemption Date occurs prior to the second anniversary of the Original Issue Date (or, if the Mandatory Redemption Date has been extended pursuant to Section 6(b) hereof, then where the Optional Redemption Date occurs prior to such extended date), then notwithstanding such earlier occurrence, the Redemption Price shall be calculated as of the second anniversary of the Original Issue Date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable), as if the Optional Redemption Date occurred on such second anniversary date (or, on such extended date pursuant to Section 6(b) hereof, as applicable). Upon payment in full of the Redemption Price in accordance with this Section 6(f), such shares of Series A Preferred Stock shall be deemed to be no longer issued and outstanding. Any shares of Series A Preferred Stock that are required to be redeemed pursuant to this Section 6 and in respect of which the Corporation fails to satisfy its obligation to pay the Redemption Price in full in accordance with this Section 6(f), shall remain issued and outstanding and be deemed to be Unredeemed Shares. Such Unredeemed Shares shall continue to accrue preferred cumulative dividends in accordance with the terms hereof up to and excluding the date on which the Corporation satisfies its obligation to pay in full the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends due thereon as of such date. For any shares of Series A Preferred Stock which are to be redeemed pursuant to this Section 6 the holder of which fails to timely deliver in writing to the Corporation valid wire transfer instructions and such other information, if any,

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as may be reasonably necessary for the Corporation to pay the redemption proceeds thereon to such holder, then in the event that (A) on the applicable Redemption Date for such shares the Corporation has set apart in trust all of the funds necessary for the redemption of such shares for the benefit of such holder and (B) irrevocable instructions have been given by the Corporation to the trustee of such trust to pay in full all of the redemption proceeds in respect of such shares, then the Corporation shall be deemed to have satisfied its obligations to pay the Redemption Price of such shares in accordance with this Section 6(f).

(g) Insufficient Redemption Proceeds. In the event that, in connection with any redemption obligation pursuant to this Section 6, on any Redemption Date the Corporation is unable to satisfy in full (i) its obligations with respect to all shares of Series A Preferred Stock required to be redeemed pursuant to this Section 6 on such Redemption Date, and (ii) the corresponding redemption obligations with respect to all shares of other classes or series of Parity Stock required to be redeemed on such Redemption Date pursuant to the terms thereof, then, in each such case, on such Redemption Date the Corporation shall redeem only such number of shares of Series A Preferred Stock and such number of shares of other classes or series of Parity Stock that legally may be redeemed on such date, to the fullest extent permitted by law, pro rata (as nearly as practical without creating fractional shares), calculated based on all payments of the Redemption Price required to be made by the Corporation on the Series A Preferred Stock to be redeemed on such Redemption Date pursuant to this Section 6 and the corresponding redemption proceeds payable on all shares of other classes or series of Parity Stock required to be redeemed on such Redemption Date pursuant to the terms thereof. Thereafter, as soon as the Corporation is legally permitted to do so under applicable law, the Corporation shall redeem the Unredeemed Shares and the remaining unredeemed shares of such other classes or series of Parity Stock required to be redeemed, to the fullest extent permitted by law, pro rata (as nearly as practical without creating any fractional shares), calculated as set forth in the immediately preceding sentence, until the Corporation satisfies in full its redemption obligations with respect to all such Unredeemed Shares and such remaining shares of Parity Stock required to be redeemed.

(h) Restrictions Applicable after a Failure to Redeem. Without limitation to the rights of the holders of Series A Preferred Stock under Section 8(c), if and for so long as there are Unredeemed Shares outstanding, and during any period from the applicable Redemption Date of such Unredeemed Shares until the date on which the Corporation satisfies its obligations to pay in full the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends thereon as of such date, the Corporation shall not take any of the following actions unless the corresponding restriction is waived by the holder (or holders) of a majority of the then outstanding Unredeemed Shares:

(i) declare or pay distributions on Junior Stock (except to the extent necessary for the Corporation to maintain its qualification as a REIT under the Code) or on Parity Stock;

(ii) redeem any outstanding Junior Stock;

(iii) redeem any outstanding Parity Stock, except as set forth in the last sentence of Section 6(g);

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(iv) effect any Qualified Contribution Transaction; or

(v) acquire any real property asset or assets except (A) in connection with a then existing buy-sell arrangement, so long as the buy-sell arrangement was triggered by a party other than the Corporation or (B) to satisfy then existing contractual obligations of the Corporation.

(i) All shares of the Series A Preferred Stock redeemed pursuant to this Section 6 or otherwise repurchased or acquired by the Corporation shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class, and, except as provided in the last sentence of Section 6(f), all rights of the holders of such shares hereunder shall be deemed to have automatically terminated and be without any further force and effect from and after the date of such redemption.

(j) Subject to the restrictions set forth in Section 4(c) and Section 6(h), and subject to the Corporation’s compliance with the applicable provisions of this Section 6, the Corporation shall be permitted to redeem any outstanding Parity Stock pursuant to a Parity Optional Redemption Right.

Section 7. Special Redemption by the Corporation.

(a) The Corporation shall have the right (“Special Redemption Right”), at any time, upon written notice (the “Special Redemption Notice”) to the holders of record of shares of the Series A Preferred Stock (at their respective addresses as they appear on the share transfer records of the Corporation) not less than 30 days prior to a date (which date (i) may be contingent upon certain events as specified in Section 7(f) and (ii) shall be the same as the redemption date for each class or series of Parity Stock, if any, of which shares are then outstanding and are to be redeemed pursuant to any Parity Special Redemption Right) specified in such Special Redemption Notice (the “Special Redemption Date”), to redeem all (but not less than all) of the shares of the Series A Preferred Stock then outstanding for cash in an amount per share equal to the Redemption Price calculated as of the Special Redemption Date; provided, however, that in the event that the Special Redemption Date occurs prior to the second anniversary of the Original Issue Date (or, if the Mandatory Redemption Date has been extended pursuant to Section 6(b) hereof, then where the Special Redemption Date occurs prior to such extended date), then notwithstanding such earlier occurrence, the Redemption Price shall be calculated as of the second anniversary of the Original Issue Date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable), as if the Special Redemption Date occurred on such second anniversary date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable) (“Special Redemption Proceeds”); provided further, that, as a condition to the redemption of the shares of Series A Preferred Stock pursuant to this Section 7, on or before the Special Redemption Date, the Corporation shall cause, with respect to each class or series of Parity Stock of which any shares are then outstanding and are not to be redeemed on such date, full cumulative dividends on all such shares for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment. The Special Redemption Proceeds shall be paid in full to the holders of Series A Preferred Stock in cash or in immediately available funds on the Special Redemption Date. No inadvertent failure to give the Special Redemption Notice or any defect thereto shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock.

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(b) In addition to any information required by law, the Special Redemption Notice shall state: (i) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Redemption Right; (ii) the amount of the Special Redemption Proceeds, including the calculation thereof; (iii) the place or places where the certificates representing shares of Series A Preferred Stock to be redeemed, to the extent the shares of Series A Preferred Stock are certificated, are to be surrendered (if so required in the Special Redemption Notice) for payment of the Special Redemption Proceeds; and (iv) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on the Special Redemption Date.

(c) Notwithstanding anything to the contrary contained herein, no shares of Series A Preferred Stock (and no shares of other classes or series of Parity Stock required to be redeemed on the Special Redemption Date pursuant to the terms thereof) shall be redeemed pursuant to the Special Redemption Right (and, in the case of shares of other classes or series of Parity Stock required to be redeemed on the Special Redemption Date, pursuant to the terms thereof) unless all of the Special Redemption Proceeds are paid in full with respect to all of the shares of Series A Preferred Stock to be redeemed on the Special Redemption Date (and the redemption proceeds due on all shares of such other classes or series of Parity Stock required to be redeemed on the Special Redemption Date pursuant to the terms thereof are paid in full), including full cumulative dividends payable on all such shares shall have been or contemporaneously are authorized, declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past Dividend Periods and for the then current Dividend Period up to and excluding the Special Redemption Date.

(d) If the Corporation shall so require and the notice shall so state, on or after the Special Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed shall present and surrender the certificates representing such holder’s shares of Series A Preferred Stock, to the extent such shares are certificated, to the Corporation at the place designated in the Special Redemption Notice and thereupon the Special Redemption Proceeds of such shares (including all accrued and unpaid dividends to, but not including, the Special Redemption Date) shall be paid to or on the order of the person whose name appears on such certificate representing shares of Series A Preferred Stock as the owner thereof and each surrendered certificate shall be cancelled.

(e) For any shares of Series A Preferred Stock which are to be redeemed pursuant to this Section 7 the holder of which fails to timely deliver in writing to the Corporation valid wire transfer instructions and such other information, if any, as may be reasonably necessary for the Corporation to pay the redemption proceeds thereon to such holder, then in the event that (A) on the applicable Redemption Date for such shares the Corporation has set apart in trust all of the funds necessary for the redemption of such shares for the benefit of such holder and (B) irrevocable instructions have been given by the Corporation to the trustee of such trust to pay in full all of the redemption proceeds in respect of such shares, then the Corporation shall be deemed to have satisfied its obligations to pay the Redemption Price of such shares in accordance with this Section 7.

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(f) The Corporation shall be obligated to exercise the Special Redemption Right to the extent necessary to cause the redemption on or prior to the IPO of all (but not less than all) of the shares of the Series A Preferred Stock then outstanding. In connection with any contemplated IPO, the Corporation shall have the right to make the effectiveness of its Special Redemption Notice contingent upon the consummation of the IPO, in which event the Special Redemption Date shall be the date that the IPO is consummated, if at all. Neither the foregoing obligation of the Corporation to exercise the Special Redemption Right nor any exercise of the Special Redemption Right shall alter or affect the Corporation’s right to abandon any contemplated IPO, and any such conditional exercise shall be null and void upon such abandonment. If the IPO shall not have been consummated within ninety (90) days after delivery of the conditional Special Redemption Notice relating thereto, such conditional Special Redemption Notice shall thereupon be null and void; provided, however, that nothing herein shall relieve the Corporation from its obligation to again exercise the Special Redemption Right pursuant to the first sentence of this Section 7(f).

(g) If, pursuant to the terms of any other class or series of Parity Stock, the Corporation exercises the special redemption right set forth therein corresponding to the Special Redemption Right set forth herein (such right a “Parity Special Redemption Right” and such exercise a “Parity Special Redemption Exercise”), and the Corporation shall not have exercised the Special Redemption Right herein, then substantially concurrently with such Parity Special Redemption Exercise, the Corporation shall deliver to the holders of record of Series A Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of such Parity Special Redemption Exercise. Such notice (a “Parity Special Redemption Notice”) shall: (i) state the fact of such Parity Special Redemption Exercise; (ii) include a copy of the exercise notice relating to such Parity Special Redemption Exercise; (iii) include substantially the same information that would be required to be included in a Special Redemption Notice hereunder; (iv) state that, as a result of such Parity Special Redemption Exercise, the Initiating Holder may demand that the Corporation exercise the Special Redemption Right herein; and (v) state the procedure set forth below which the Initiating Holder must follow in order to validly make such demand. No failure to give any Parity Special Redemption Notice or any defect thereto or in the mailing thereof shall affect the rights of the Initiating Holder to demand the redemption of Series A Preferred Stock in accordance with this Section 7(g). The Corporation shall be obligated to exercise the Special Redemption Right if the Initiating Holder, not later than fifteen (15) days following delivery by the Corporation of a Parity Special Redemption Notice, delivers written notice to the Corporation demanding such exercise. Upon delivery of such demand notice by the Initiating Holder, (I) the Corporation shall be deemed for all purposes to have exercised the Special Redemption Right concurrently with such Parity Special Redemption Exercise, notwithstanding any failure of the Corporation to deliver the Special Redemption Notice, and (II) the Corporation shall be deemed to have satisfied its obligation to deliver the Special Redemption Notice by its delivery of the Parity Special Redemption Notice. If the Initiating Holder elects not to demand such exercise by the Corporation, then, as a condition to the redemption of the shares of any class or series of Parity Stock pursuant to any such Parity Special Redemption Exercise, on or before the redemption date therefor, the Corporation shall cause full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment.

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(h) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7 shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class, and, except as provided in Section 7(e), all rights of the holders of such shares hereunder shall be deemed to have automatically terminated and be without any further force and effect from and after the date of such redemption.

(i) Subject to the restrictions set forth in Section 4(c) and Section 6(h), and subject to the Corporation’s compliance with the applicable provisions of this Section 7, the Corporation shall be permitted to redeem any outstanding Parity Stock pursuant to a Parity Special Redemption Right.

Section 8. Voting Rights.

(a) Voting with Common Stock.

(i) General. Except as provided by law or as set forth below in this Section 8, holders of Series A Preferred Stock shall vote together as a single class with the holders of Common Stock and any other class of Parity Stock with like voting rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting to the extent permitted by the Charter and by-laws of the Corporation), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the quotient, rounded down to the nearest whole number of votes, obtained by dividing (i) the aggregate Liquidation Preference of the shares of Series A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter by (ii) the Book Value Per Share.

(ii) OPTrust Voting Limit. Notwithstanding the foregoing, for so long as any outstanding shares of Series A Preferred Stock are held by one or more of OPTrust and its Affiliates, the number of votes that each holder of Series A Preferred Stock shall be entitled to cast as determined pursuant to Section 8(a)(i) above shall be reduced pro rata (as nearly as may be practicable without resulting in fractional votes), to the extent necessary, so as to cause the OPTrust Voting Power not to exceed 29.9% of the aggregate number of votes that may be cast by all holders of Capital Stock entitled to vote for the election of the members of the Board of Directors. The “OPTrust Voting Power” as of any date of determination shall mean the aggregate number of votes attributable to all shares of Capital Stock and other securities that are held directly or indirectly by OPTrust or any of its Affiliates at such time and that are entitled to vote for the election of the members of the Board of Directors, including, without limitation, a pro rata portion of any such shares of Capital Stock and other securities that are beneficially owned by any other Person in which OPTrust or any of its

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Affiliates has any direct or indirect beneficial ownership interest, either in whole or in part (in which case, with respect to each such other Person, the number of votes attributable to OPTrust and its Affiliates shall be calculated by multiplying the number of votes attributable to such shares of Capital Stock and other securities that are beneficially owned by such other Person multiplied by the aggregate direct or indirect percentage ownership interest of OPTrust and its Affiliates in such other Person). For avoidance of doubt, for purposes of the determination of the OPTrust Voting Power, there shall be excluded from such determination any direct or indirect interest of any of OPTrust and its Affiliates in (i) shares of Common Stock issuable (but not then issued) upon redemption of any limited partnership interests in the Operating Partnership and (ii) shares of Common Stock issuable (but not then issued) upon exercise of any warrants issued pursuant to the Securities Purchase Agreement and attached to the shares of Series A Preferred Stock.

(b) Voting as Separate Class. On any matter in which the Series A Preferred Stock may vote as a separate class (as expressly provided herein or as otherwise required by applicable law), each outstanding share of Series A Preferred Stock shall be entitled to one vote.

(c) Protective Provisions. Notwithstanding anything herein to the contrary, so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not:

(i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of Senior Stock or Parity Stock, or reclassify any authorized shares of Capital Stock into Senior Stock or Parity Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any Senior Stock or Parity Stock; provided, however, that the Corporation shall be entitled to issue pursuant to the Securities Purchase Agreement, up to a total of 4,000,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock; and provided, further, however, that, in connection with the Andros Transaction, the Corporation shall be entitled to authorize, create and issue to one or more of ELRH and its Affiliates up to such number of shares of Series C Preferred Stock (but, in any event, not in excess of 600,000 shares having a liquidation preference per share of $10.00, for an aggregate liquidation preference thereof not in excess of $6,000,000) as the Board of Directors shall determine to be necessary for consummation of the Andros Transaction, it being acknowledged that such issuance of shares of Series C Preferred Stock is subject to the rights of the ROFO Holders (as defined in the Securities Purchase Agreement) under the pre-emptive right provisions of Section 9.9 of the Securities Purchase Agreement and therefore that such shares may be issued to one or more of such ROFO Holders and their respective Affiliates pursuant thereto;

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(ii) amend, alter or repeal any provisions of the terms of the Series A Preferred Stock as set forth in these Articles Supplementary (the “Series A Preferred Terms”), whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, including without limitation authorizing or issuing more than 4,000,000 shares of Series A Preferred Stock in the aggregate;

(iii) amend, alter or repeal the provisions of the Charter or the by-laws of the Corporation, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, so as to adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock (disregarding, solely for purposes of this clause, any limitation on the voting power of the Series A Preferred Stock set forth in Section 8(a)(ii));

(iv) amend, alter or repeal any provisions of the terms of the Series B Preferred Stock, the Series C Preferred Stock or any other class or series of Parity Stock as set forth in the articles supplementary with respect thereto (including providing any rights or privileges to the Series B Preferred Stock, the Series C Preferred Stock or any Parity Stock that are not also afforded to the Series A Preferred Stock), whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, unless such change (or the equivalent thereof as applied to the Series A Preferred Stock): (x) is also made, on a concurrent basis, to the Series A Preferred Terms in accordance with the applicable provisions of these Articles Supplementary, or (y) if made to the Series A Preferred Terms, would adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock; provided that prior to effecting any such change in reliance on this Section 8(c)(iv)(y), the Corporation (A) no later than 10 Business Days before the effecting any such change, shall have provided a reasonable description of the particulars of the change together with a draft of the proposed amendment to the holders of all Series A Preferred Stock, and (B) if requested by the holders of all Series A Preferred Stock after receipt of such notice, the Corporation has effected a similar change to the Series A Preferred Terms, on a concurrent basis;

(v) incur or permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, any Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness), whether with respect to any Property or otherwise (excluding for purposes of this Section 8(c)(v) any Indebtedness with respect to any Future Property and any Permitted Additional Unsecured Debt), except in accordance with each of the following conditions:

(A) the aggregate Indebtedness of the Corporation and all Component Entities (excluding any Indebtedness with respect to any Future

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Property and any Permitted Additional Unsecured Debt) at no time shall exceed the amount of such aggregate Indebtedness (measured in dollars) as of the Original Issue Date as set forth in the applicable schedule attached to the Securities Purchase Agreement; and

(B) the aggregate Indebtedness of the Corporation and all Component Entities with respect to any one Existing Property or any one Planned Contributed Property at no time shall exceed the greater of (x) the amount of such aggregate Indebtedness (measured in dollars) with respect to such Property as of the Original Issue Date and (y) 70% of the value of such Property, in each case, as set forth in the applicable schedule attached to the Securities Purchase Agreement;

(vi) incur or permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness) with respect to any Future Property (including without limitation any such Future Property acquired pursuant to a Qualified Contribution Transaction), except to the extent such Indebtedness does not exceed 60% (or such greater percentage, up to 70%, as the Board of Directors may approve) of the purchase price (including closing costs and expenses) of such Future Property;

(vii) repay or prepay any principal on any Permitted Additional Unsecured Debt, or permit any Component Entity to do the same;

(viii) declare or pay distributions on Junior Stock or Parity Stock in violation of Section 4(c) hereof;

(ix) redeem or purchase any outstanding Junior Stock (except by conversion into or exchange for other shares of any class or series of Junior Stock which rank junior to the Series A Preferred Stock and Parity Stock as to dividends, upon liquidation, dissolution or winding up of the affairs of the Corporation and as to redemption);

(x) redeem, purchase or otherwise acquire any outstanding Parity Stock, except in accordance with Section 6 or Section 7 hereof; and

(xi) take any action indirectly, whether through the Operating Partnership, any other Component Entity or otherwise, which, if taken directly by the Corporation, would be prohibited by this Section 8(c).

Section 9. Waiver. Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein, including without limitation the provisions of Section 8(c), may be waived on behalf of all holders of Series A Preferred Stock by the affirmative vote or consent in writing of the holder (or holders) of a majority of the issued and outstanding shares of Series A Preferred Stock (voting as a single class).

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Section 10. Record Holders. The Corporation may deem and treat the record holder of any Series A Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 11. No Sinking Fund. No sinking fund has been established for the retirement or redemption of Series A Preferred Stock.

Section 12. Exclusion of Other Rights. The Series A Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than those expressly set forth in the Charter, including the Series A Preferred Terms.

Section 13. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 14. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter, including the Series A Preferred Terms, are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

Section 15. No Preemptive Rights. Nothing in these Articles Supplementary shall entitle the holders of Series A Preferred Stock to any preemptive rights to subscribe for or acquire any unissued shares of stock of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of stock of the Corporation.

SECOND: The Series A Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 2^nd day of August, 2012.

	APARTMENT TRUST OF AMERICA, INC.
	by	/s/ Stanley J. Olander, Jr.
		Name: Stanley J. Olander, Jr. Title: Chief Executive Officer
ATTEST:	by	/s/ Gustav G. Remppies
		Name: Gustav G. Remppies Title: Secretary

EX-3.2

Exhibit 3.2

APARTMENT TRUST OF AMERICA, INC.

FORM OF ARTICLES SUPPLEMENTARY

9.75% SERIES B CUMULATIVE NON-CONVERTIBLE PREFERRED STOCK

Apartment Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”) by duly adopted resolutions classified and designated 1,000,000 shares of authorized but unissued preferred stock, par value $0.01 per share (the “Preferred Stock”), as shares of 9.75% Series B Cumulative Non-Convertible Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth below:

9.75% Series B Cumulative Non-Convertible Preferred Stock

Section 1. Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings herein specified (with terms defined in the singular having comparable meanings when used in the plural).

“Affiliate” shall mean, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise.

“Andros Transaction” shall mean the transactions contemplated by Section 1.5(b) of the Master Contribution Agreement (relating to the Andros Cash Payment Obligation (as defined therein)).

“Book Value Per Share” means $4.30.

“Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close.

“Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Equity, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

“Change of Control” shall mean the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the Original Issue Date by any Person or “group” (as described in Rule 13d-5(b)(1) under the Exchange Act), other than pursuant to a Qualified Contribution Transaction, of more than 50% of the voting rights or equity interests in the Corporation; (ii) a replacement of more than 50% of the members of the Board of Directors that is not approved by those individuals who are members of the

Board of Directors on the Original Issue Date (or other directors previously approved by such individuals); (iii) a merger or consolidation of the Corporation or a sale of 50% or more of the assets of the Corporation in one or a series of related transactions, unless (a) following such transaction or series of transactions, the holders of the Corporation’s securities prior to the first such transaction continue to hold at least 50% of the voting rights and equity interests in the surviving entity or acquirer of such assets, as applicable, or (b) the merger or consolidation is pursuant to a Qualified Contribution Transaction; (iv) a recapitalization, reorganization or other transaction involving the Corporation (excluding any bona fide underwritten public offering of Capital Stock) that constitutes or could result in a transfer of more than 50% of the voting rights in the Corporation, other than pursuant to a Qualified Contribution Transaction; or (v) the execution by the Corporation or its controlling stockholders of an agreement providing for or that will result in any of the foregoing events.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Common Equity” shall mean all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other stock of the Corporation, howsoever designated, authorized after the Original Issue Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount.

“Common Stock” shall mean the common stock, $0.01 par value per share, of the Corporation.

“Component Entity” means any Person controlled by the Corporation and in which the Corporation holds any direct or indirect Equity Interest.

“Corporation” shall have the meaning set forth in the preamble. For avoidance of doubt, references herein to the Corporation shall exclude any Component Entity except as expressly provided otherwise.

“DeBartolo” shall mean DK Landmark, LLC, a Florida limited liability company.

“DeBartolo Put Right” shall mean the Contribution Put Right (as defined in the Put and ROFR Agreement dated as of the Original Issue Date among DeBartolo, Elco NA and Joseph G. Lubeck).

“Dividend Deferral Period” shall mean the period commencing on the Original Issue Date and continuing through and including the date that is three months thereafter, subject to extension as provided below and subject to termination prior to the expiration of such initial or extended period at the option of the Corporation. The Corporation shall be entitled to extend the Dividend Deferral Period beyond such initial three-month period on one occasion only for an additional three-month period, upon notice given not earlier than ten (10) days prior to nor later than ten (10) days after the expiration of such initial period to the holder (or holders) of the shares of Series B Preferred Stock then outstanding, provided that, as of the expiration of such initial period, (i) the Corporation

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shall have complied at all times with its obligations under Section 5.4 (Lender Consents) of the Securities Purchase Agreement, (ii) the Adjusted Full Contribution Date (as defined in the Securities Purchase Agreement with respect to DeBartolo) shall not have occurred and (iii) the corresponding deferral period with respect to each other class or series of Parity Stock of which any shares are then outstanding is concurrently extended by the Corporation pursuant to the corresponding terms thereof.

“Dividend Record Date” shall mean, with respect to any Dividend Payment Date, the last day of the calendar month preceding the calendar month in which such Dividend Payment Date falls.

“Dividend Payment Date” shall mean the 15th day of each calendar month commencing with the first such date following the end of the calendar month that includes the last day of the Dividend Deferral Period.

“Dividend Period” shall mean each calendar month (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include August 31, 2012, and other than the Dividend Period during which any shares of Series B Preferred Stock shall be redeemed pursuant to Section 6 or Section 7, which shall end on and include the date on which the shares of Series B Preferred Stock are redeemed).

“Domestically Controlled REIT” shall mean a REIT that is a “domestically controlled qualified investment entity” meeting the ownership requirements of Code section 897(h)(4)(B).

“Elco NA” shall mean Elco North America, Inc., a Delaware corporation.

“ELRH” shall mean Elco Landmark Residential Holdings LLC, a Delaware limited liability company.

“Equity Interest” means (i) in the case of a corporation, shares of stock, (ii) in the case of a general or limited partnership, partnership interests, (iii) in the case of a limited liability company, limited liability company interests, (iv) in the case of a trust, beneficial interests therein and (v) in the case of any other Person that is not an individual, the comparable interests therein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Property” shall mean any Property owned by the Corporation or any Component Entity as of the Original Issue Date.

“Extension Dividend” shall have the meaning set forth in Section 6(b).

“Future Property” shall mean any Property (other than a Planned Contributed Property) acquired by, or contributed to, the Corporation or any Component Entity after the Original Issue Date.

“GAAP” shall mean generally accepted accounting principles in the United States.

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“Guaranty” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take or pay contract, or to maintain the capital, working capital, solvency, or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person or referred to in a note thereto.

“Indebtedness” means, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Peron is liable, contingently or otherwise, as obligor or otherwise (other than trade payables, and other current liabilities payable in less than one year, in each case incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances, or instruments, or arising out of letters of credit or bankers’ acceptances issued for such Person’s account, (iv) all obligations, whether or not assumed, secured by any Lien or payable out of the proceeds or rent from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty, (vi) obligations under leases required to be capitalized in accordance with GAAP, (vii) all obligations for which such Person is obligated pursuant to any interest rate swap, interest rate cap, interest rate collar, or other interest rate hedging agreement or arrangement or other derivative agreements or arrangements, and (viii) all obligations of such Person upon which interest charges are customarily paid or accrued.

“Initiating Holder” shall have the meaning set forth in Section 6(c).

“IPO” shall mean the consummation of the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of Common Stock registered under the United States Securities Act of 1933, as amended, that occurs after the Original Issue Date and, in conjunction with which, such shares of Common Stock are listed for trading on the NYSE.

“Junior Stock” shall mean, as the case may be, (i) the Common Equity and any other class or series of stock of the Corporation which is not entitled to receive any dividends in any period unless all dividends required to have been paid or declared and set apart for payment on the Series B Preferred Stock (and any Parity Stock) shall have been so paid or declared and set apart for payment, (ii) the Common Equity and any other class or series of stock of the Corporation which is not entitled to receive any assets upon liquidation, dissolution or winding up of the affairs of the Corporation until the Series B Preferred Stock (and any Parity Stock) shall have received the entire amount to which such Series B Preferred Stock (and any Parity Stock) is entitled upon such liquidation, dissolution or winding up or (iii) the Common Equity and any other class or series of stock of the Corporation ranking junior to the Series B Preferred Stock (and any Parity Stock) in respect of the right to redemption.

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“Key Person” means each of (i) Joseph G. Lubeck and Stanley J. Olander, and (ii) any person appointed by the Corporation to replace either of them (or appointed to replace any person described in this clause (ii)) following a Key Person Event.

“Key Person Event” shall have the meaning set forth in Section 6(c).

“Key Person Replacement Period” shall have the meaning set forth in Section 6(c).

“Lien” means any security interest, lien, pledge, charge, encumbrance, mortgage, indenture, security agreement or other similar agreement, arrangement, contract, commitment or obligation, relating in any way to credit or the borrowing of money.

“Liquidation Preference” shall mean $10.00 per share of Series B Preferred Stock.

“Mandatory Redemption Date” shall have the meaning set forth in Section 6(b).

“Master Contribution Agreement” shall mean the Master Contribution and Recapitalization Agreement, dated as of the Original Issue Date, by and among the Corporation, the Operating Partnership, ELRH and the other parties thereto, without giving effect to any amendment, modification or waiver thereof.

“Master Contribution Transactions” means the transactions contemplated by the Master Contribution Agreement and the Securities Purchase Agreement.

“NYSE” shall mean the New York Stock Exchange.

“Operating Partnership” shall mean Apartment Trust of America Holdings, L.P.

“Optional Redemption Date” shall have the meaning set forth in Section 6(e).

“Optional Redemption Event” shall have the meaning set forth in Section 6(c).

“Optional Redemption Event Notice” shall have the meaning set forth in Section 6(e).

“Optional Redemption Notice” shall have the meaning set forth in Section 6(e).

“Optional Redemption Period” shall have the meaning set forth in Section 6(e).

“Optional Redemption Right” shall have the meaning set forth in Section 6(c).

“OPTrust” shall mean 2335887 Limited Partnership, an Ontario limited partnership.

“Original Issue Date” shall mean the date on which shares of Series B Preferred Stock are first issued by the Corporation.

“Parity Optional Redemption Exercise” shall have the meaning set forth in Section 6(e).

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“Parity Optional Redemption Right” shall have the meaning set forth in Section 6(e).

“Parity Special Redemption Exercise” shall have the meaning set forth in Section 7(g).

“Parity Special Redemption Notice” shall have the meaning set forth in Section 7(g).

“Parity Special Redemption Right” shall have the meaning set forth in Section 7(g).

“Parity Stock” shall mean, as the case may be, (i) any class or series of stock of the Corporation which is entitled to receive payment of dividends on a parity with the Series B Preferred Stock, (ii) any class or series of stock of the Corporation which is entitled to receive assets upon liquidation, dissolution or winding up of the affairs of the Corporation on a parity with the Series B Preferred Stock or (iii) any class or series of stock of the Corporation which is entitled to receive payment upon redemption thereof on a parity with the Series B Preferred Stock. The term “Parity Stock” shall include the Series A Preferred Stock and the Series C Preferred Stock.

“Permitted Additional Unsecured Debt” shall mean any unsecured Indebtedness of the Corporation or any Component Entity, in aggregate amount not to exceed $500,000, first incurred after the Original Issue Date in connection with the Master Contribution Transactions (including, without limitation, any Indebtedness to refinance then existing Indebtedness) that provides for no mandatory payments of principal to be made prior to the redemption of all outstanding shares of Series B Preferred Stock.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity.

“Planned Contributed Property” shall mean any Property acquired by, or contributed to, the Corporation or any Component Entity after the Original Issue Date in connection with the Master Contribution Transactions, which Property is identified as of the Original Issue Date on the applicable schedule attached to the Securities Purchase Agreement.

“Preferred Distribution Rate” shall mean 9.75% per annum; provided, however, that in the event that the Corporation shall fail to redeem any shares of Series B Preferred Stock on the Mandatory Redemption Date, then from and after such date the “Preferred Distribution Rate” shall be 12.75% per annum.

“Property” shall mean, at any time, any multi-family residential property acquired, owned or leased by the Corporation or any Component Entity at such time, and all of such properties are collectively referred to herein as the “Properties”.

“Qualified Contribution Transaction” means any one or more of the following:

(i) the Master Contribution Transactions; or

(ii) any other contribution, sale, lease or other transfer by any one or more of ELRH and its Affiliates to the Corporation or any Component Entity, directly or

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indirectly, in a single transaction or in a series of related transactions, whether by property disposition, equity interest disposition, merger, consolidation or otherwise, of one or more of the following: (x) Future Property, or (y) cash, provided that, in the case of this clause (y), the aggregate consideration paid or issued by the Corporation and the Component Entities in respect of such cash does not exceed 15% of the total consideration paid or issued in respect of all cash and Future Property contributed, sold, leased or otherwise transferred pursuant to such Qualified Contribution Transaction; provided, however, that, notwithstanding the foregoing, no transaction shall constitute a Qualified Contribution Transaction under this clause (ii): (A) prior to the Adjusted Full Contribution Date (as defined in the Securities Purchase Agreement with respect to DeBartolo); (B) if such transaction is not approved by a majority of the disinterested members of the Board of Directors prior to the consummation of such transaction; (C) if consummation of any such transaction or series of related transactions would contravene any of the provisions of Section 8(c); or (D) if such transaction causes the Corporation (or the surviving entity in the case of a merger or consolidation to which the Corporation is a constituent party and is not the surviving entity) to cease to be a REIT with a class of equity securities registered under Section 12 of the Exchange Act.

“Redemption Date” shall mean a Mandatory Redemption Date, Optional Redemption Date or Special Redemption Date, as applicable.

“Redemption Price” shall have the meaning set forth in Section 5(a).

“Regulations” means the Treasury Regulations promulgated under the Code as such regulations may be amended from time to time (including the corresponding provisions of succeeding regulations).

“REIT” means any real estate investment trust complying with the requirements of Sections 856 through 860 of the Code and the Regulations related thereto.

“Secured Property Debt” shall mean Indebtedness secured by a Lien on any Property.

“Securities Purchase Agreement” shall mean the Securities Purchase Agreement, dated as of the Original Issue Date, by and among the Corporation, OPTrust, DeBartolo and ELRH, as the same may be amended and in effect from time to time.

“Senior Stock” shall mean, as the case may be, (i) any class or series of stock of the Corporation ranking senior to the Series B Preferred Stock (and any Parity Stock) in respect of the right to receive dividends, (ii) any class or series of stock of the Corporation ranking senior to the Series B Preferred Stock (and any Parity Stock) in respect of the right to participate in any distribution upon liquidation, dissolution or winding up of the affairs of the Corporation or (iii) any class or series of stock of the Corporation ranking senior to the Series B Preferred Stock (and any Parity Stock) in respect of the right to redemption.

“Series A Preferred Stock” shall mean the 9.75% Series A Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

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“Series B Preferred Stock” shall mean the 9.75% Series B Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

“Series B Preferred Terms” shall have the meaning set forth in Section 8(c)(ii).

“Series C Preferred Stock” shall mean, as, if and when resolved by the Board of Directors after the Original Issue Date in connection with the Andros Transaction, a series of then authorized but unissued Preferred Stock to be classified and designated as shares of 9.75% Series C Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Corporation, with preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption substantially similar to, and in any event not more favorable to the holder or holders thereof, than those of the Series B Preferred Stock.

“Special Redemption Date” shall have the meaning set forth in Section 7(a).

“Special Redemption Notice” shall have the meaning set forth in Section 7(a).

“Special Redemption Proceeds” shall have the meaning set forth in Section 7(a).

“Special Redemption Right” shall have the meaning set forth in Section 7(a).

“Unredeemed Shares” shall mean any shares of Series B Preferred Stock which the Corporation is obligated to redeem on any particular Redemption Date and in respect of which the Corporation has failed to deliver the Redemption Price in full on such Redemption Date.

Section 2. Designation and Number. A series of Preferred Stock, designated the “9.75% Series B Cumulative Non-Convertible Preferred Stock” is hereby established. The number of authorized shares of Series B Preferred Stock shall be 1,000,000.

Section 3. Rank. The Series B Preferred Stock will, with respect to dividend rights, redemption rights and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, rank: (i) senior to all classes or series of Junior Stock; and (ii) on parity with the Series A Preferred Stock, the Series C Preferred Stock and any other class or series of Parity Stock. The Series B Preferred Stock shall not rank junior to any Capital Stock, and there shall be no class or series of Senior Stock.

Section 4. Dividends.

(a) The record holders of Series B Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends calculated at the Preferred Distribution Rate on the Liquidation Preference. Dividends on each outstanding share of Series B Preferred Stock shall accrue and be cumulative from and including the issuance date of such share and shall be payable monthly in arrears on each Dividend Payment Date; provided, however, that if any Dividend Payment Date is not a Business Day, then any accrued dividend which would otherwise have been payable on such Dividend Payment Date

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shall be paid on the next succeeding Business Day. The amount of any dividend payable on the Series B Preferred Stock for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Record Date. Dividends accrued in respect of any Dividend Period that are not paid on the first Dividend Payment Date following the end of such Dividend Period shall be deemed to be in arrears, and such dividends in arrears shall accrue additional cumulative cash dividends at the Preferred Distribution Rate from such Dividend Payment Date until the date on which such dividends in arrears are authorized by the Board of Directors and are declared and paid in full by the Corporation. Dividends in respect of any past Dividend Period that are in arrears may be declared and paid at any time to holders of record on a subsequent Dividend Record Date.

(b) Notwithstanding anything contained herein to the contrary, dividends on the Series B Preferred Stock (including any additional cumulative dividends accrued on dividends in arrears) shall accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared.

(c) Subject to Section 6(h) and Section 8(c), and except as provided in Section 4(d) below, and except to the extent necessary for the Corporation to maintain its qualification as a REIT under the Code, (x) no dividends shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to any shares of any class or series of Junior Stock or Parity Stock for any period (other than (i) a dividend paid in shares of any class or series of Junior Stock or (ii) during the Dividend Deferral Period, a dividend (other than an extraordinary dividend) on or with respect to the Common Equity), (y) no shares of any class or series of Junior Stock or Parity Stock shall be redeemed, purchased or otherwise acquired for any consideration by the Corporation, and (z) the Corporation shall not pay or make available any monies for a sinking fund for the redemption of shares of any class or series of Junior Stock (except by conversion into or exchange for other shares of any class or series of Junior Stock which rank junior to the Series B Preferred Stock as to dividends and upon liquidation, dissolution or winding up of the affairs of the Corporation), in each case, unless full cumulative dividends on the Series B Preferred Stock for all past Dividend Periods shall have been or contemporaneously are declared and (i) paid in cash or (ii) a sum sufficient for the payment thereof in cash is set apart for such payment.

(d) When dividends are not declared and paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and the shares of any other class or series of Parity Stock, all dividends declared upon the Series B Preferred Stock and each such other class or series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series B Preferred Stock and such other class or series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other class or series of Parity Stock (which shall not include any accrual in respect of unpaid dividends on such other class or series of Parity Stock for prior Dividend Periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other.

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(e) Holders of shares of Series B Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of stock, in excess of full cumulative dividends on the Series B Preferred Stock (including any cumulative dividends accrued on dividends in arrears) as provided herein. Any dividend payment made on the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Series B Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable.

Section 5. Liquidation Preference.

(a) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of any Junior Stock, the holders of shares of Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, liquidating distributions in cash in an amount of the Liquidation Preference, plus an amount equal to all accrued and unpaid dividends (whether or not earned or declared) (including any additional cumulative dividends accrued on dividends in arrears) up to, but not including, the date of payment, plus an amount equal to one percent (1%) of the Liquidation Preference (collectively, the “Redemption Price”).

(b) In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock, then the holders of the Series B Preferred Stock and each such other class or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

(c) Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of shares of Series B Preferred Stock at the respective addresses of such holder as the same shall appear on the share transfer records of the Corporation.

(d) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation.

(e) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series B Preferred Stock shall not be added to the Corporation’s total liabilities.

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Section 6. Redemption.

(a) General. Shares of Series B Preferred Stock shall not be redeemable except as set forth in this Section 6 or in Section 7.

(b) Mandatory Redemption. All of the issued and outstanding shares of Series B Preferred Stock shall be redeemed by the Corporation for cash on the second anniversary of the Original Issue Date; provided, however, that, subject to the provisions of this Section 6(b), upon providing not less than 30 days’ prior written notice to the holders of the Series B Preferred Stock, the Corporation may extend the date on which all (but not less than all) of the then issued and outstanding shares of Series B Preferred Stock shall be redeemed by 18 months (but not less than 18 months); provided further, that: (i) as a condition to any such extension taking effect, on or before the date scheduled for redemption (without giving effect to such extension), the Corporation shall cause full cumulative dividends on the Series B Preferred Stock for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment; (ii) the Corporation shall only be entitled to exercise the foregoing right to extend the date of redemption of the Series B Preferred Stock by 18 months in accordance with this Section 6(b) twice in total (such that in no event shall the date of redemption be later than the fifth anniversary of the Original Issue Date); (iii) the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series B Preferred Stock unless the date of redemption of each other class or series of Parity Stock of which any shares are then outstanding is concurrently extended by the Corporation pursuant to the corresponding terms thereof; (iv) the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series B Preferred Stock if the DeBartolo Put Right shall have become exercisable at any time (whether or not actually exercised or expired); and (v) as a condition to any such extension taking effect, on or before the date scheduled for redemption (without giving effect to such extension) the Corporation shall pay to the holders of all the then issued and outstanding shares of Series B Preferred Stock an amount equal to one percent (1%) of the Liquidation Preference (the “Extension Dividend”) in cash or immediately available funds. In the event that any of the foregoing requirements set forth in this Section 6(b) are not satisfied, the Corporation shall not be entitled to exercise the foregoing right to extend the date of redemption of the Series B Preferred Stock, and the Corporation shall redeem all of the Series B Preferred Stock on the date on which the Series B Preferred Stock is otherwise required to be redeemed pursuant to this Section 6(b) (without giving effect to any further extension). The date on which the shares of Series B Preferred Stock are required to be redeemed by the Corporation pursuant to this Section 6(b) is referred to herein as the “Mandatory Redemption Date”. On the Mandatory Redemption Date the Corporation shall redeem all of the issued and outstanding Series B Preferred Stock for cash in an amount per share equal to the Redemption Price calculated as of the Mandatory Redemption Date, and such redemption payment shall be made to the holder on the Mandatory Redemption Date in cash or in immediately available funds. For avoidance of doubt, failure to redeem all of the outstanding Series B Preferred Stock on the Mandatory Redemption Date

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shall result in an increase of the Preferred Distribution Rate from 9.75% per annum to 12.75% per annum payable in respect of the Unredeemed Shares, and such increased distribution rate shall take effect with respect to the Unredeemed Shares effective from and after the Mandatory Redemption Date until such time as all of the outstanding Series B Preferred Stock have been redeemed and paid for in full pursuant to this Section 6(b). If on the Mandatory Redemption Date fewer than (i) all of the outstanding shares of Series B Preferred Stock and (ii) all shares of other classes or series of Parity Stock required to be redeemed on such date may legally be redeemed, the Corporation shall redeem on the Mandatory Redemption Date such number of shares of Series B Preferred Stock and such number of shares of other classes or series of Parity Stock that may legally be redeemed on such date to the fullest extent permitted by law pro rata (as nearly as may be practicable without creating fractional shares), calculated based on the aggregate Redemption Price payable on the Series B Preferred Stock and the corresponding redemption proceeds payable on such shares of other classes or series of Parity Stock required to be redeemed on such date pursuant to the terms thereof, and the remainder of the shares of Series B Preferred Stock shall be deemed to be “Unredeemed Shares” and shall be redeemed as soon as practicable thereafter. Such Unredeemed Shares shall continue to accrue preferred cumulative dividends in accordance with the terms hereof up to but excluding the date on which the Corporation pays in full to the holders of such Unredeemed Shares in cash or immediately available funds the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends due thereon as of such date.

(c) Optional Redemption. A holder (or holders) of a majority of the issued and outstanding shares of Series B Preferred Stock at such time (collectively, an “Initiating Holder”), at its option, shall have the right (the “Optional Redemption Right”), which right may be exercised by such Initiating Holder delivering to the Corporation an Optional Redemption Notice on or before the date on which the Optional Redemption Period expires, to require the Corporation to redeem all (but not less than all) of the outstanding shares of Series B Preferred Stock upon the occurrence of any of the following events after the Original Issue Date (each, an “Optional Redemption Event”):

(i) a Change of Control;

(ii) the redemption by the Corporation of any Junior Stock or Parity Stock except to the extent such redemption is permitted herein;

(iii) any breach by the Corporation of Section 8(c) not timely waived by the holder (or holders) of a majority of the shares of Series B Preferred Stock in accordance with Section 6(e);

(iv) in the event that (A) any Key Person becomes incapacitated, deceased or otherwise ceases to be employed by the Corporation for any reason (a “Key Person Event”), and (B) another individual approved by the holder (or holders) of a majority of the shares of Series B Preferred Stock issued and outstanding at that time, such approval not to be unreasonably withheld, conditioned or delayed, is not appointed by the Board of Directors to fill the vacant position resulting from such Key Person Event within a period of six (6) months after the occurrence of such event (the

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“Key Person Replacement Period”); provided, however, that if a Key Person Event occurs with respect to any one Key Person and, prior to the replacement of such individual in accordance with clause (B) above, a Key Person Event occurs with respect to the other remaining Key Person, then the Key Person Replacement Period with respect to both such individuals shall end no later than the four (4) month anniversary of the first date on which a Key Person Event occurred or existed with respect to both such individuals;

(v) in the event that the Corporation or any Component Entity defaults on any Secured Property Debt and such default either (A) cannot be cured within 45 days after such default occurs (20 days if the default occurs on any Secured Property Debt relating to more than one Property), or (B) is not actually cured within 45 days after such default occurs (20 days if the default occurs on any Secured Property Debt relating to more than one Property); and

(vi) subject to the additional conditions set forth in Section 6(e), in the event that at any time the Corporation fails to qualify as a Domestically Controlled REIT.

(d) Optional Redemption Event Notice. No later than ten (10) days following the occurrence of an Optional Redemption Event, the Corporation shall deliver to the holders of record of Series B Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of occurrence of the Optional Redemption Event (the “Optional Redemption Event Notice”). Such notice shall state: (i) the events constituting the Optional Redemption Event; (ii) the date on which the Optional Redemption Event occurred; (iii) that, as a result of the Optional Redemption Event, the Initiating Holder may exercise the Optional Redemption Right; and (iv) the procedure set forth below which the Initiating Holder must follow in order to validly exercise the Optional Redemption Right. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the rights of the Initiating Holder to demand the redemption of Series B Preferred Stock in accordance with this Section 6.

(e) Optional Redemption Procedure.

(i) Exercise. The Optional Redemption Right may be exercised by the Initiating Holder no later than sixty (60) days after the delivery by the Corporation to such holder of an Optional Redemption Event Notice (subject to extension as provided in Section 6(e)(ii)(C), the “Optional Redemption Period”) by delivering to the Corporation a notice in writing (an “Optional Redemption Notice”) stating such holder’s election for the Corporation to redeem shares of Series B Preferred Stock, specifying the clause in Section 6(c) under which the redemption is being exercised. A breach by the Corporation of Section 8(c) will be deemed waived for purposes of Section 6(c)(iii) if the holder (or holders) of a majority of the shares of Series B Preferred Stock then outstanding explicitly waive in

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writing such breach prior to delivery of such Optional Redemption Notice. An Optional Redemption Notice may not be withdrawn without the written consent of the Corporation, which consent must be approved by a majority of the members of the Board of Directors (excluding for this purpose each director, if any, who is affiliated (as determined pursuant to the provisions of the Charter) with any holder of the Series B Preferred Stock). Notwithstanding the foregoing, an Optional Redemption Notice delivered in respect of an Optional Redemption Event described in Section 6(c)(vi) (relating to the Corporation failing at any time to qualify as a Domestically Controlled REIT) shall not be valid or effective unless and until there is or has been a Parity Optional Redemption Exercise in respect of such Optional Redemption Event on the part of the holder or holders of the Series A Preferred Stock.

(ii) Coordination with Parity Stock.

(A) Promptly, and in any event no later than five (5) days, following any delivery by the Initiating Holder to the Corporation of an Optional Redemption Notice, the Corporation shall deliver to the holders of record of each other class or series of Parity Stock of which any shares are then outstanding a notice of receipt of the Optional Redemption Notice, together with a copy of the Optional Redemption Notice.

(B) Promptly, and in any event no later than five (5) days, following any exercise by the holder or holders of any other class or series of Parity Stock, pursuant to the terms thereof, of the optional redemption right set forth therein corresponding to the Optional Redemption Right set forth herein (such right a “Parity Optional Redemption Right” and such exercise a “Parity Optional Redemption Exercise”), the Corporation shall deliver to the holders of record of Series B Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of such Parity Optional Redemption Exercise, together with a copy of the exercise notice received by the Corporation relating thereto.

(C) In the event of any Parity Optional Redemption Exercise occurring prior to the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation, the Optional Redemption Period shall be extended, to the extent necessary, so as to provide for a period of at least ten (10) days following delivery by the Corporation of the notice described in Section 6(e)(ii)(B). For avoidance of doubt, the foregoing provision shall in no event reduce the duration of the Optional Redemption Period.

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(iii) Optional Redemption Date. If, following an Optional Redemption Event, an Initiating Holder exercises the Optional Redemption Right in accordance with this Section 6(e), the date of redemption of the Series B Preferred Stock (the “Optional Redemption Date”) shall be the date that is thirty (30) days after the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation; provided, however, that, in the event of any Parity Optional Redemption Exercise occurring prior to the delivery of the Optional Redemption Notice by the Initiating Holder to the Corporation, if the Initiating Holder shall have delivered the Optional Redemption Notice no later than ten (10) days following delivery by the Corporation of the notice described in Section 6(e)(ii)(B) in respect of the earliest such Parity Optional Redemption Exercise, then the Optional Redemption Date shall be accelerated (but not deferred) to be the same as the date of redemption of the Parity Stock to which such Parity Optional Redemption Exercise relates; provided further, that, subject to the foregoing proviso, the Corporation, by written notice to the Initiating Holder, may in its sole discretion elect to accelerate (but not to defer) the Optional Redemption Date to coincide with the redemption date relating to any Parity Optional Redemption Exercise.

(f) Redemption Payment. For each share of Series B Preferred Stock which is to be redeemed pursuant to this Section 6, the Corporation shall be obligated on the applicable Redemption Date therefor or, if such Redemption Date is not a Business Day, on the first Business Day thereafter, to pay to the holder thereof in full (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share of Series B Preferred Stock, to the extent the shares of Series B Preferred Stock are certificated) an amount in cash or immediately available funds equal to the Redemption Price calculated as of such Redemption Date; provided, however, that in the event of a redemption pursuant to Section 6(c) where the Optional Redemption Date occurs prior to the second anniversary of the Original Issue Date (or, if the Mandatory Redemption Date has been extended pursuant to Section 6(b) hereof, then where the Optional Redemption Date occurs prior to such extended date), then notwithstanding such earlier occurrence, the Redemption Price shall be calculated as of the second anniversary of the Original Issue Date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable), as if the Optional Redemption Date occurred on such second anniversary date (or, on such extended date pursuant to Section 6(b) hereof, as applicable). Upon payment in full of the Redemption Price in accordance with this Section 6(f), such shares of Series B Preferred Stock shall be deemed to be no longer issued and outstanding. Any shares of Series B Preferred Stock that are required to be redeemed pursuant to this Section 6 and in respect of which the Corporation fails to satisfy its obligation to pay the Redemption Price in full in accordance with this Section 6(f), shall remain issued and outstanding and be deemed to be Unredeemed Shares. Such Unredeemed Shares shall continue to accrue preferred cumulative dividends in accordance with the terms hereof up to and excluding the date on which the Corporation satisfies its obligation to pay in full the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends due thereon as of such date. For any shares of Series B Preferred Stock which are to be redeemed pursuant to this Section 6 the holder of which fails to timely deliver in writing to the Corporation valid wire transfer instructions and such other information, if any, as may be reasonably necessary for the Corporation to pay the redemption proceeds thereon to such holder, then in the event that (A) on the applicable Redemption Date for such shares the

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Corporation has set apart in trust all of the funds necessary for the redemption of such shares for the benefit of such holder and (B) irrevocable instructions have been given by the Corporation to the trustee of such trust to pay in full all of the redemption proceeds in respect of such shares, then the Corporation shall be deemed to have satisfied its obligations to pay the Redemption Price of such shares in accordance with this Section 6(f).

(g) Insufficient Redemption Proceeds. In the event that, in connection with any redemption obligation pursuant to this Section 6, on any Redemption Date the Corporation is unable to satisfy in full (i) its obligations with respect to all shares of Series B Preferred Stock required to be redeemed pursuant to this Section 6 on such Redemption Date, and (ii) the corresponding redemption obligations with respect to all shares of other classes or series of Parity Stock required to be redeemed on such Redemption Date pursuant to the terms thereof, then, in each such case, on such Redemption Date the Corporation shall redeem only such number of shares of Series B Preferred Stock and such number of shares of other classes or series of Parity Stock that legally may be redeemed on such date, to the fullest extent permitted by law, pro rata (as nearly as practical without creating fractional shares), calculated based on all payments of the Redemption Price required to be made by the Corporation on the Series B Preferred Stock to be redeemed on such Redemption Date pursuant to this Section 6 and the corresponding redemption proceeds payable on all shares of other classes or series of Parity Stock required to be redeemed on such Redemption Date pursuant to the terms thereof. Thereafter, as soon as the Corporation is legally permitted to do so under applicable law, the Corporation shall redeem the Unredeemed Shares and the remaining unredeemed shares of such other classes or series of Parity Stock required to be redeemed, to the fullest extent permitted by law, pro rata (as nearly as practical without creating any fractional shares), calculated as set forth in the immediately preceding sentence, until the Corporation satisfies in full its redemption obligations with respect to all such Unredeemed Shares and such remaining shares of Parity Stock required to be redeemed.

(h) Restrictions Applicable after a Failure to Redeem. Without limitation to the rights of the holders of Series B Preferred Stock under Section 8(c), if and for so long as there are Unredeemed Shares outstanding, and during any period from the applicable Redemption Date of such Unredeemed Shares until the date on which the Corporation satisfies its obligations to pay in full the Redemption Price (re-calculated as of such date) plus all additional accrued preferred cumulative dividends thereon as of such date, the Corporation shall not take any of the following actions unless the corresponding restriction is waived by the holder (or holders) of a majority of the then outstanding Unredeemed Shares:

(i) declare or pay distributions on Junior Stock (except to the extent necessary for the Corporation to maintain its qualification as a REIT under the Code) or on Parity Stock;

(ii) redeem any outstanding Junior Stock;

(iii) redeem any outstanding Parity Stock, except as set forth in the last sentence of Section 6(g);

(iv) effect any Qualified Contribution Transaction; or

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(v) acquire any real property asset or assets except (A) in connection with a then existing buy-sell arrangement, so long as the buy-sell arrangement was triggered by a party other than the Corporation or (B) to satisfy then existing contractual obligations of the Corporation.

(i) All shares of the Series B Preferred Stock redeemed pursuant to this Section 6 or otherwise repurchased or acquired by the Corporation shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class, and, except as provided in the last sentence of Section 6(f), all rights of the holders of such shares hereunder shall be deemed to have automatically terminated and be without any further force and effect from and after the date of such redemption.

(j) Subject to the restrictions set forth in Section 4(c) and Section 6(h), and subject to the Corporation’s compliance with the applicable provisions of this Section 6, the Corporation shall be permitted to redeem any outstanding Parity Stock pursuant to a Parity Optional Redemption Right.

Section 7. Special Redemption by the Corporation.

(a) The Corporation shall have the right (“Special Redemption Right”), at any time, upon written notice (the “Special Redemption Notice”) to the holders of record of shares of the Series B Preferred Stock (at their respective addresses as they appear on the share transfer records of the Corporation) not less than 30 days prior to a date (which date (i) may be contingent upon certain events as specified in Section 7(f) and (ii) shall be the same as the redemption date for each class or series of Parity Stock, if any, of which shares are then outstanding and are to be redeemed pursuant to any Parity Special Redemption Right) specified in such Special Redemption Notice (the “Special Redemption Date”), to redeem all (but not less than all) of the shares of the Series B Preferred Stock then outstanding for cash in an amount per share equal to the Redemption Price calculated as of the Special Redemption Date; provided, however, that in the event that the Special Redemption Date occurs prior to the second anniversary of the Original Issue Date (or, if the Mandatory Redemption Date has been extended pursuant to Section 6(b) hereof, then where the Special Redemption Date occurs prior to such extended date), then notwithstanding such earlier occurrence, the Redemption Price shall be calculated as of the second anniversary of the Original Issue Date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable), as if the Special Redemption Date occurred on such second anniversary date (or, as of such extended date pursuant to Section 6(b) hereof, as applicable) (“Special Redemption Proceeds”); provided further, that, as a condition to the redemption of the shares of Series A Preferred Stock pursuant to this Section 7, on or before the Special Redemption Date, the Corporation shall cause, with respect to each class or series of Parity Stock of which any shares are then outstanding and are not to be redeemed on such date, full cumulative dividends on all such shares for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment. The Special Redemption Proceeds shall be paid in full to the holders of Series B Preferred Stock in cash or in immediately available funds on the Special Redemption Date. No inadvertent failure to give the Special Redemption Notice or any defect thereto shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock.

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(b) In addition to any information required by law, the Special Redemption Notice shall state: (i) that the shares of Series B Preferred Stock are being redeemed pursuant to the Special Redemption Right; (ii) the amount of the Special Redemption Proceeds, including the calculation thereof; (iii) the place or places where the certificates representing shares of Series B Preferred Stock to be redeemed, to the extent the shares of Series B Preferred Stock are certificated, are to be surrendered (if so required in the Special Redemption Notice) for payment of the Special Redemption Proceeds; and (iv) that dividends on the shares of Series B Preferred Stock to be redeemed will cease to accumulate on the Special Redemption Date.

(c) Notwithstanding anything to the contrary contained herein, no shares of Series B Preferred Stock (and no shares of other classes or series of Parity Stock required to be redeemed on the Special Redemption Date pursuant to the terms thereof) shall be redeemed pursuant to the Special Redemption Right (and, in the case of shares of other classes or series of Parity Stock required to be redeemed on the Special Redemption Date, pursuant to the terms thereof) unless all of the Special Redemption Proceeds are paid in full with respect to all of the shares of Series B Preferred Stock to be redeemed on the Special Redemption Date (and the redemption proceeds due on all shares of such other classes or series of Parity Stock required to be redeemed on the Special Redemption Date pursuant to the terms thereof are paid in full), including full cumulative dividends payable on all such shares shall have been or contemporaneously are authorized, declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past Dividend Periods and for the then current Dividend Period up to and excluding the Special Redemption Date.

(d) If the Corporation shall so require and the notice shall so state, on or after the Special Redemption Date, each holder of shares of Series B Preferred Stock to be redeemed shall present and surrender the certificates representing such holder’s shares of Series B Preferred Stock, to the extent such shares are certificated, to the Corporation at the place designated in the Special Redemption Notice and thereupon the Special Redemption Proceeds of such shares (including all accrued and unpaid dividends to, but not including, the Special Redemption Date) shall be paid to or on the order of the person whose name appears on such certificate representing shares of Series B Preferred Stock as the owner thereof and each surrendered certificate shall be cancelled.

(e) For any shares of Series B Preferred Stock which are to be redeemed pursuant to this Section 7 the holder of which fails to timely deliver in writing to the Corporation valid wire transfer instructions and such other information, if any, as may be reasonably necessary for the Corporation to pay the redemption proceeds thereon to such holder, then in the event that (A) on the applicable Redemption Date for such shares the Corporation has set apart in trust all of the funds necessary for the redemption of such shares for the benefit of such holder and (B) irrevocable instructions have been given by the Corporation to the trustee of such trust to pay in full all of the redemption proceeds in respect of such shares, then the Corporation shall be deemed to have satisfied its obligations to pay the Redemption Price of such shares in accordance with this Section 7.

(f) The Corporation shall be obligated to exercise the Special Redemption Right to the extent necessary to cause the redemption on or prior to the IPO of all (but not less than all) of the shares of the Series B Preferred Stock then outstanding. In connection with any

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contemplated IPO, the Corporation shall have the right to make the effectiveness of its Special Redemption Notice contingent upon the consummation of the IPO, in which event the Special Redemption Date shall be the date that the IPO is consummated, if at all. Neither the foregoing obligation of the Corporation to exercise the Special Redemption Right nor any exercise of the Special Redemption Right shall alter or affect the Corporation’s right to abandon any contemplated IPO, and any such conditional exercise shall be null and void upon such abandonment. If the IPO shall not have been consummated within ninety (90) days after delivery of the conditional Special Redemption Notice relating thereto, such conditional Special Redemption Notice shall thereupon be null and void; provided, however, that nothing herein shall relieve the Corporation from its obligation to again exercise the Special Redemption Right pursuant to the first sentence of this Section 7(f).

(g) If, pursuant to the terms of any other class or series of Parity Stock, the Corporation exercises the special redemption right set forth therein corresponding to the Special Redemption Right set forth herein (such right a “Parity Special Redemption Right” and such exercise a “Parity Special Redemption Exercise”), and the Corporation shall not have exercised the Special Redemption Right herein, then substantially concurrently with such Parity Special Redemption Exercise, the Corporation shall deliver to the holders of record of Series B Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records a notice of such Parity Special Redemption Exercise. Such notice (a “Parity Special Redemption Notice”) shall: (i) state the fact of such Parity Special Redemption Exercise; (ii) include a copy of the exercise notice relating to such Parity Special Redemption Exercise; (iii) include substantially the same information that would be required to be included in a Special Redemption Notice hereunder; (iv) state that, as a result of such Parity Special Redemption Exercise, the Initiating Holder may demand that the Corporation exercise the Special Redemption Right herein; and (v) state the procedure set forth below which the Initiating Holder must follow in order to validly make such demand. No failure to give any Parity Special Redemption Notice or any defect thereto or in the mailing thereof shall affect the rights of the Initiating Holder to demand the redemption of Series B Preferred Stock in accordance with this Section 7(g). The Corporation shall be obligated to exercise the Special Redemption Right if the Initiating Holder, not later than fifteen (15) days following delivery by the Corporation of a Parity Special Redemption Notice, delivers written notice to the Corporation demanding such exercise. Upon delivery of such demand notice by the Initiating Holder, (I) the Corporation shall be deemed for all purposes to have exercised the Special Redemption Right concurrently with such Parity Special Redemption Exercise, notwithstanding any failure of the Corporation to deliver the Special Redemption Notice, and (II) the Corporation shall be deemed to have satisfied its obligation to deliver the Special Redemption Notice by its delivery of the Parity Special Redemption Notice. If the Initiating Holder elects not to demand such exercise by the Corporation, then, as a condition to the redemption of the shares of any class or series of Parity Stock pursuant to any such Parity Special Redemption Exercise, on or before the redemption date therefor, the Corporation shall cause full cumulative dividends on the Series B Preferred Stock for all past Dividend Periods to have been declared and shall cause (A) such dividends to have been paid in full in cash or (B) a sum sufficient for the payment thereof in full in cash to have been set apart for such payment.

(h) All shares of the Series B Preferred Stock redeemed or repurchased pursuant to this Section 7 shall be retired and shall be restored to the status of authorized but unissued

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shares of Preferred Stock, without designation as to series or class, and, except as provided in Section 7(e), all rights of the holders of such shares hereunder shall be deemed to have automatically terminated and be without any further force and effect from and after the date of such redemption.

(i) Subject to the restrictions set forth in Section 4(c) and Section 6(h), and subject to the Corporation’s compliance with the applicable provisions of this Section 7, the Corporation shall be permitted to redeem any outstanding Parity Stock pursuant to a Parity Special Redemption Right.

Section 8. Voting Rights.

(a) Voting with Common Stock. Except as provided by law or as set forth below in this Section 8, holders of Series B Preferred Stock shall vote together as a single class with the holders of Common Stock and any other class of Parity Stock with like voting rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting to the extent permitted by the Charter and by-laws of the Corporation), each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the quotient, rounded down to the nearest whole number of votes, obtained by dividing (i) the aggregate Liquidation Preference of the shares of Series B Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter by (ii) the Book Value Per Share.

(b) Voting as Separate Class. On any matter in which the Series B Preferred Stock may vote as a separate class (as expressly provided herein or as otherwise required by applicable law), each outstanding share of Series B Preferred Stock shall be entitled to one vote.

(c) Protective Provisions. Notwithstanding anything herein to the contrary, so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not:

(i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of Senior Stock or Parity Stock, or reclassify any authorized shares of Capital Stock into Senior Stock or Parity Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any Senior Stock or Parity Stock; provided, however, that the Corporation shall be entitled to issue pursuant to the Securities Purchase Agreement, up to a total of 4,000,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock; and provided, further, however, that, in connection with the Andros Transaction, the Corporation shall be entitled to authorize, create and issue to one or more of ELRH and its Affiliates up to such number of shares of Series C Preferred Stock (but, in any event, not in excess of 600,000 shares having a liquidation preference per share of $10.00, for an aggregate liquidation preference thereof not in excess of $6,000,000) as the Board of Directors shall determine to be necessary for consummation

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of the Andros Transaction, it being acknowledged that such issuance of shares of Series C Preferred Stock is subject to the rights of the ROFO Holders (as defined in the Securities Purchase Agreement) under the pre-emptive right provisions of Section 9.9 of the Securities Purchase Agreement and therefore that such shares may be issued to one or more of such ROFO Holders and their respective Affiliates pursuant thereto;

(ii) amend, alter or repeal any provisions of the terms of the Series B Preferred Stock as set forth in these Articles Supplementary (the “Series B Preferred Terms”), whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, including without limitation authorizing or issuing more than 1,000,000 shares of Series B Preferred Stock in the aggregate;

(iii) amend, alter or repeal the provisions of the Charter or the by-laws of the Corporation, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, so as to adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock;

(iv) amend, alter or repeal any provisions of the terms of the Series A Preferred Stock, the Series C Preferred Stock or any other class or series of Parity Stock as set forth in the articles supplementary with respect thereto (including providing any rights or privileges to the Series A Preferred Stock, the Series C Preferred Stock or any Parity Stock that are not also afforded to the Series B Preferred Stock), whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, unless such change (or the equivalent thereof as applied to the Series B Preferred Stock): (x) is also made, on a concurrent basis, to the Series B Preferred Terms in accordance with the applicable provisions of these Articles Supplementary, or (y) if made to the Series B Preferred Terms, would adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock; provided that prior to effecting any such change in reliance on this Section 8(c)(iv)(y), the Corporation (A) no later than 10 Business Days before the effecting any such change, shall have provided a reasonable description of the particulars of the change together with a draft of the proposed amendment to the holders of all Series B Preferred Stock, and (B) if requested by the holders of all Series B Preferred Stock after receipt of such notice, the Corporation has effected a similar change to the Series B Preferred Terms, on a concurrent basis;

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(v) incur or permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, any Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness), whether with respect to any Property or otherwise (excluding for purposes of this Section 8(c)(v) any Indebtedness with respect to any Future Property and any Permitted Additional Unsecured Debt), except in accordance with each of the following conditions:

(A) the aggregate Indebtedness of the Corporation and all Component Entities (excluding any Indebtedness with respect to any Future Property and any Permitted Additional Unsecured Debt) at no time shall exceed the amount of such aggregate Indebtedness (measured in dollars) as of the Original Issue Date as set forth in the applicable schedule attached to the Securities Purchase Agreement; and

(B) the aggregate Indebtedness of the Corporation and all Component Entities with respect to any one Existing Property or any one Planned Contributed Property at no time shall exceed the greater of (x) the amount of such aggregate Indebtedness (measured in dollars) with respect to such Property as of the Original Issue Date and (y) 70% of the value of such Property, in each case, as set forth in the applicable schedule attached to the Securities Purchase Agreement;

(vi) incur or permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness) with respect to any Future Property (including without limitation any such Future Property acquired pursuant to a Qualified Contribution Transaction), except to the extent such Indebtedness does not exceed 60% (or such greater percentage, up to 70%, as the Board of Directors may approve) of the purchase price (including closing costs and expenses) of such Future Property;

(vii) repay or prepay any principal on any Permitted Additional Unsecured Debt, or permit any Component Entity to do the same;

(viii) declare or pay distributions on Junior Stock or Parity Stock in violation of Section 4(c) hereof;

(ix) redeem or purchase any outstanding Junior Stock (except by conversion into or exchange for other shares of any class or series of Junior Stock which rank junior to the Series B Preferred Stock and Parity Stock as to dividends, upon liquidation, dissolution or winding up of the affairs of the Corporation and as to redemption);

(x) redeem, purchase or otherwise acquire any outstanding Parity Stock, except in accordance with Section 6 or Section 7 hereof; and

(xi) take any action indirectly, whether through the Operating Partnership, any other Component Entity or otherwise, which, if taken directly by the Corporation, would be prohibited by this Section 8(c).

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Section 9. Waiver. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein, including without limitation the provisions of Section 8(c), may be waived on behalf of all holders of Series B Preferred Stock by the affirmative vote or consent in writing of the holder (or holders) of a majority of the issued and outstanding shares of Series B Preferred Stock (voting as a single class).

Section 10. Record Holders. The Corporation may deem and treat the record holder of any Series B Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 11. No Sinking Fund. No sinking fund has been established for the retirement or redemption of Series B Preferred Stock.

Section 12. Exclusion of Other Rights. The Series B Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than those expressly set forth in the Charter, including the Series B Preferred Terms.

Section 13. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 14. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock set forth in the Charter, including the Series B Preferred Terms, are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

Section 15. No Preemptive Rights. Nothing in these Articles Supplementary shall entitle the holders of Series B Preferred Stock to any preemptive rights to subscribe for or acquire any unissued shares of stock of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of stock of the Corporation.

SECOND: The Series B Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

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FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 2^nd day of August, 2012.

	APARTMENT TRUST OF AMERICA, INC.
	by	/s/ Stanley J. Olander, Jr.
		Name:  Stanley J. Olander, Jr.
		Title:    Chief Executive Officer
ATTEST:	by	/s/ Gustav G. Remppies
		Name:  Gustav G. Remppies
		Title:    Secretary

Signature Page to Series B Preferred Stock Articles Supplementary

EX-3.3

Exhibit 3.3

APARTMENT TRUST OF AMERICA, INC.

FOURTH ARTICLES OF AMENDMENT

Apartment Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Article I of the charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to:

Landmark Apartment Trust of America, Inc.

SECOND: The foregoing amendment to the Charter was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the stockholders.

THIRD: The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

Except as amended hereby, the rest and remainder of the Charter of the Corporation shall be and remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and Chairman of the Board of Directors and attested to by its Secretary this 6th day of August, 2012.

ATTEST:		APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Gustav G. Remppies	By:	/s/ Stanley J. Olander, Jr.
Name:	Gustav G. Remppies	Name:	Stanley J. Olander, Jr.
Title:	Secretary	Title:	Chief Executive Officer and Chairman of the Board of Directors

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

APARTMENT TRUST OF AMERICA, INC.

ARTICLE I

OFFICES

Section 1.1 Principal Office. The principal office of the Company in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 1.2 Additional Offices. The Company may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Place of Meetings. All meetings of the stockholders shall be held at the principal executive office of the Company or at such other place as shall be set by the Board of Directors and stated in the notice of meeting.

Section 2.2 Annual Meetings. The annual meeting of the stockholders, for the election of Directors and transaction of any business within the powers of the Company, shall be held in June of each year, beginning with the year 2007, on such date as determined by the Board of Directors.

Section 2.3 Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called at any time by the president, by a majority of the Board of Directors, by a majority of the Independent Directors (as defined in the Company’s charter) or by the secretary upon the written request of stockholders together holding at least 10% of the number of shares of the Company at the time outstanding and entitled to vote with respect to the business to be transacted at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. In the event of a stockholders’ meeting requested by the stockholders meeting the requirements set forth in the first sentence, the secretary of the Company shall, within ten days of his or her receipt of the written request required above, notify, in the manner set forth herein, each stockholder entitled to vote at a meeting of the stockholders. Notwithstanding anything to the contrary herein, such meeting shall be held not less than 15 days nor more than 60 days after the secretary’s delivery of such notice. Subject to the foregoing sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however, that if none is so specified, at such time and place convenient to the stockholders. Unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months.

Section 2.4 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the stockholders and, in the case of a special meeting or as otherwise may be required by the Maryland General Corporation Law (the “MGCL”), the purpose for which the meeting is called, shall be provided not less than 10 nor more than 90 days before the date of a meeting to each stockholder of record entitled to vote at such meeting and each other stockholder entitled to notice of such meeting. Notice shall be deemed delivered to a stockholder upon being (a) mailed to the stockholder at his address which appears in the stock transfer books of the Company, in which case such notice shall be deemed to be given when deposited in the United States mail with postage prepaid thereon, (b) personally delivered to the stockholder; (c) left at the stockholder’s residence or usual place of business; or (d) transmitted to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other means permitted by Maryland law.

Section 2.5 Scope of Notice. Any business of the Company may be transacted at an annual meeting of stockholders without being specifically designated in the notice required in Section 2.4, except such business as is required by statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 2.6 Organization and Conduct. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting: the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Company, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Company entitled to vote on such matter, their duly authorized proxies and other such individual as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individuals who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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Section 2.7 Quorum; Adjournment. Any number of stockholders together holding at least a majority of the outstanding shares of equity stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business except as otherwise provided by law, the Company’s charter or these Bylaws. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than by announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.8 Voting. The holders of a majority of the outstanding shares of equity stock entitled to vote present in person or by proxy at an annual meeting at which a quorum is present may, without the necessity for concurrence by the Board of Directors, vote to elect a Director. Each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted. Except as otherwise required by law, the charter or these Bylaws, a majority of the votes cast at a meeting of the stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting. Unless otherwise provided by law or the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders. Voting on any questions or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot.

Section 2.9 Proxies. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.10 Voting of Stock by Certain Holders. Stock of the Company registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

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Shares of stock of the Company directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Company that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Company; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 2.11 Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by the inspector or by a majority of the inspectors if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.12 Nominations and Shareholder Business.

(a) Annual Meetings of Stockholders.

(1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the Company’s notice of such meeting; (B) by or at the direction of the Board of Directors; or (C) by any stockholder of the Company who (i) was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.12(a) and at the time of the annual meeting in question; (ii) is entitled to vote at such meeting; and (iii) has complied with this Section 2.12(a).

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(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this paragraph (a)(2) or paragraph (a)(1) of this Section 2.12, the stockholder must have given timely notice thereof in writing to the secretary of the Company and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 2.12 and shall be delivered to the secretary at the principal executive office of the Company not earlier than the 150^th day nor later than 5:00 p.m., Pacific Time, on the 120^th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Pacific Time, on the later of the 120th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (A) as to each individual whom the stockholder proposes to nominate for election or re-election as a director (i) the name, age, business address, and residence address of such individual; (ii) the class, series and number of shares of stock of the Company that are beneficially owned by such individual; (iii) the date such shares were acquired and the investment intent of such acquisition; and (iv) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of such business; (ii) the reasons for proposing such business at the meeting; and (iii) any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; (C) as to the stockholder giving the notice and any Stockholder Associated Person, the class, series and number of all shares of stock of the Company which are owned by such stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder Associated Person; (D) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (B) or (C) of this paragraph (2) of this Section 2.12(a), the name and address of such stockholder, as they appear on the Company’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; and (E) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

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(3) Notwithstanding anything in this subsection (a) of this Section 2.12 to the contrary, in the event that the Board of Directors increases or decreases the maximum or minimum number of Directors in accordance with Article III, Section 3.2 of these Bylaws and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Company no later than 5:00 p.m., Pacific Time, on the 10th day following the day on which such public announcement is first made by the Company.

(4) For purposes of this Section 2.12, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Company owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of said meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Company’s notice of said meeting including the notice contemplated by Section 1.4; (ii) by or at the direction of the Board of Directors; or (iii) provided the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Company who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.12(b) and at the time of the special meeting; (B) is entitled to vote at the meeting; and (C) complied with the notice procedures set forth in this Section 2.12(b). In the event the Company calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Company’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) of this Section 2.12 shall be delivered to the secretary at the principal executive office of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Pacific Time, on the later of the 120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.

(1) Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Company, to demonstrate the accuracy of any information

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submitted by the stockholder pursuant to this Section 2.12. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 2.12.

(2) Only such individuals who are nominated in accordance with this Section 2.12 shall be eligible for election by stockholders as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.12. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.12.

(3) For purposes of this Section 2.12, (i) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (ii) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 2.12, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.12. Nothing in this Section 2.12 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Company to omit a proposal from, the Company’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

Section 2.13 Control Share Acquisition Act. Notwithstanding any other provision of the charter or these bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of capital stock of the Company. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 3.1 General Powers. The business and affairs of the Company shall be managed under the direction of the Board of Directors.

Section 3.2 Number, Tenure and Qualifications of Directors. Except as set forth in the following sentence, at any regular meeting or at any special meeting called for that purpose, a majority of the members then serving on the Board of Directors may establish, increase or decrease the number of Directors, provided that, except as otherwise provided in the charter, the number thereof shall never be less than the minimum number required by the MGCL or the charter (whichever is greater), nor more than 15, and further provided that, except as may be

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provided in the terms of any preferred stock issued by the Company, the tenure of office of a Director shall not be affected by any decrease in the number of Directors. From the Effective Date until the consummation of the IPO, the number of Directors shall be nine. From the Effective Date until the consummation of the IPO or, if applicable, such other time specified in Section 2 or Section 7 of the Corporate Governance Agreement, dated as of July     , 2012 (the “Governance Agreement”), by and among the Company, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”), 2335887 Limited Partnership, an Ontario limited partnership (“OPT”), and DeBartolo Real Estate Investments, LLC, a Florida limited liability company (“DB”), upon which the applicable Party shall have (or shall be deemed to have) expressly and permanently surrendered, forfeited or agreed to the expiration of its right under the Governance Agreement to designate an individual to serve as a Director, only such individuals designated in accordance with paragraphs (b), (c), (d) and (e) of Section 1 (or, if applicable, paragraph (c) or (e) of Section 2) of the Governance Agreement shall be eligible for nomination or election as successors to the OPT Director, the DB Director, the EL Directors and the Group Director, respectively. As used herein, the terms “Effective Date,” “consummation of the IPO,” “Party,” “OPT Director,” “DB Director,” “EL Directors” and “Group Director” shall have the meanings given to them in the Governance Agreement.

Section 3.3 Vacancies. If for any reason any or all the Directors cease to be Directors, such event shall not terminate the Company or affect these Bylaws or the powers of the remaining Directors hereunder (even if fewer than three directors remain). Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining Directors, even if the remaining Directors do not constitute a quorum. From the Effective Date until the consummation of the IPO or, if applicable, such other time specified in Section 2 or Section 7 of the Governance Agreement upon which the applicable Party shall have (or shall be deemed to have) expressly and permanently surrendered, forfeited or agreed to the expiration of its right under the Governance Agreement to designate an individual to serve as a Director, only an individual designated in accordance with paragraph (a) (or, if applicable, paragraph (d) or (e)) of Section 2 of the Governance Agreement shall be eligible for election to fill a vacancy resulting from the death, disability, resignation or removal of the OPT Director, the DB Director, an EL Director or the Group Director. Any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

Section 3.4 Quorum. A majority of the number of Directors then serving shall constitute a quorum for the transaction of business, provided that if less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that, if pursuant to applicable law, the charter or these bylaws, the vote of a majority of a particular group of Directors is required for action, a quorum must also include a majority of such group. Less than a quorum may adjourn any meeting. The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

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Section 3.5 Voting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter; provided, however, that any action pertaining to any transaction in which the Company is purchasing, selling, leasing or mortgaging any real estate asset, making a joint venture investment or engaging in any other transaction in which an advisor, director or officer of the Company, any affiliated lessee or affiliated contract manager of any property of the Company or any affiliate of the foregoing has any direct or indirect interest other than as a result of their status as a director, officer or stockholder of the Company shall be approved by the affirmative vote of a majority of the Independent Directors, even if the Independent Directors constitute less than a quorum. If enough Directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by the MGCL, the charter or these Bylaws.

Section 3.6 Annual and Regular Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of stockholders at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 3.7 Special Meetings of Directors. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the president or by a majority of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

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Section 3.8 Notice. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each Director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the Director or his or her agent is personally given such notice in a telephone call to which the Director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Company by the Director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Company by the Director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 3.9 Organization. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman, the Vice Chairman of the Board, if any, shall act as chairman of the meeting. In the absence of both the Chairman and Vice Chairman of the Board, the president or in the absence of the president, a Director chosen by a majority of the Directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Company, or in the absence of the secretary and all assistant secretaries, an individual appointed by the Chairman, shall act as secretary of the meeting.

Section 3.10 Consent by Directors Without a Meeting. Any action required or permitted by the MGCL to be taken at a Board of Directors meeting may be taken without a meeting if a consent in writing or by electronic transmission to such action is given by each Director and is filed with the minutes of proceedings of the Board of Directors.

Action taken under this Section 3.10 is effective when the last Director gives the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date given by each Director.

Section 3.11 Telephone Meetings. Directors may participate in a meeting of the Board by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

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Section 3.12 Compensation. Directors shall not receive any stated salary for their service as Directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Company and for any service or activity they performed or engaged in as Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as Directors; but nothing herein contained shall be construed to preclude any Directors from serving the Company in any other capacity and receiving compensation therefor.

Section 3.13 Loss of Deposits. No Director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 3.14 Surety Bonds. Unless required by law, no Director shall be obligated to give any bond or surety or other security for the performance of any of his duties.

Section 3.15 Reliance. Each Director, officer, employee and agent of the Company shall, in the performance of his duties with respect to the Company, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Company, upon an opinion of counsel or upon reports made to the Company by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Company, regardless of whether such counsel or expert may also be a Director.

Section 3.16 Certain Rights of Directors, Officers, Employees and Agents. The Directors shall have no responsibility to devote their full time to the affairs of the Company. Any Director, officer, employee or agent of the Company, in his personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to, or in competition with those of or relating to the Company, subject to the provisions of the charter.

ARTICLE IV

COMMITTEES

Section 4.1. Number, Tenure and Qualifications. Except as set forth in the following sentence, the Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee and other committees composed of at least one Director. From the Effective Date until the consummation of the IPO, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors shall be composed of up to five Independent Directors and must include at least one ATA Director (other than Stanley J. Olander, Jr.), the OPT Director (for so long as he or she qualifies as an Independent Director and is willing to serve as a member), the DB Director and the Group Director. As used herein, the term “ATA Director” has the meaning given to it in the Governance Agreement. For purposes of this Section 4.1, for a Director to qualify as an Independent Director, such Director must not only be an Independent Director (as defined in the

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Company’s charter) but must also satisfy the independence standards of the New York Stock Exchange, as determined by the Board of Directors, regardless of whether or not the Company’s securities are then listed on such exchange.

Section 4.2. Composition. Except as provided in the charter, such committees shall serve at the pleasure of the Board of Directors. The members of the Audit Committee shall at all times consist solely of Independent Directors, and the majority of the members of all committees shall be Independent Directors.

Section 4.3. Powers. The Board of Directors may delegate to committees appointed under Section 4.1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 4.4. Meetings. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another Director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4.5. Telephone Meetings. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.6. Consent by Committees Without a Meeting. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and filed with the minutes of proceedings of such committee.

Section 4.7. Vacancies. Subject to the provisions hereof, and the charter, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 5.1 Election of Officers; Terms. The officers of the Company shall consist of a president, a secretary and a treasurer and may include a Chairman of the Board, a Vice Chairman of the Board, a chief executive officer, a chief operating officer, a chief financial officer, one or

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more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers as may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected and qualify or until their death or their resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same individual. Election of an officer or agent shall not of itself create contract rights between the Company and such officer or agent.

Section 5.2 Removal of Officers; Vacancies. Any officer or agent of the Company may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Company may resign at any time by giving written notice of his resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Company. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 5.3 Chief Executive Officer. The Board of Directors may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Company. The chief executive officer shall have general responsibility for implementation of the policies of the Company, as determined by the Board of Directors, and for the management of the business and affairs of the Company. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.4 Chief Operating Officer. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 5.5 Chief Financial Officer. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 5.6 Chairman of the Board. The Board of Directors shall designate a Chairman of the Board. The Chairman of the Board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The Chairman of the Board shall perform such other duties as may be assigned to him by the Board of Directors.

Section 5.7 President. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Company. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief

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operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.8 Vice Presidents. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

Section 5.9 Secretary. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Company; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Company; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

Section 5.10 Treasurer. The treasurer shall have the custody of the funds and securities of the Company and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Company. The treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his transactions as treasurer and of the financial condition of the Company. If required by the Board of Directors, the treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Company.

Section 5.11 Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

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Section 5.12 Salaries. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a Director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.1 Contracts. The Board of Directors, the Executive Committee or another committee of the Board of Directors within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Company and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Company when duly authorized or ratified by action of the Board of Directors or the Executive Committee or such other committee and executed by an authorized person.

Section 6.2 Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or agent of the Company in such manner as shall from time to time be determined by the Board of Directors.

Section 6.3 Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

EQUITY STOCK

Section 7.1 Certificates. If the Board of Directors authorizes the issuance of certificates, each certificate shall be signed by the Chairman or Vice Chairman of the Board, the president, the chief executive officer, the chief operating officer, the chief financial officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Company. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Company shall, from time to time, issue several classes of stock, each class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares which are preferred or limited as to their dividends, which are restricted as to their transferability or voting powers or which are limited as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Company, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. If the Company has authority to issue stock of more than one class, the certificate shall contain on the face or

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back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of stock and, if the Company is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. In lieu of such statement or summary, the certificate may state that the Company will furnish a full statement of such information to any stockholder upon request and without charge. If any class of stock is restricted by the Company as to transferability, the certificate shall contain a full statement of the restriction or state that the Company will furnish information about the restrictions to the stockholder on request and without charge. Notwithstanding anything herein to the contrary, nothing in this Article VII shall be interpreted to limit the authority of the Board of Directors to issue some or all of the shares of any or all of its classes or series without certificates.

Section 7.2 Lost, Destroyed, and Mutilated Certificates. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Company to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 7.3 Transfer of Shares. Upon surrender to the Company or the transfer agent of the Company of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Company shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Company and all of the terms and conditions contained therein.

Section 7.4 Closing of Transfer Books or Fixing of Record Date. The Board of Directors may (i) set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose, (such record date, in any case, may not be prior to the close of business on the day the record date is fixed and shall be not more than

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90 days before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken); or (ii) in lieu of fixing a record date, direct that the stock transfer books be closed for a period not greater than 20 days. In the case of a meeting of the stockholders, the record date or the date set for the closing of the stock transfer books shall be at least ten days before the date of such meeting.

If no record date is fixed and stock transfer books are not closed for the determination of stockholders, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be the later of (a) the close of business on the day on which the notice of meeting is mailed or (b) the 30th day before the meeting; and (ii) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Board of Directors authorizing the dividend or allotment of rights is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section 7.4, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 7.5 Stock Ledger. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 7.6 Fractional Stock; Issuance of Units. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Company. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Company, except that the Board of Directors may provide that for a specified period securities of the Company issued in such unit may be transferred on the books of the Company only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Company by a duly adopted resolution.

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ARTICLE IX

DISTRIBUTIONS

Section 9.1 Authorization. Dividends and other distributions upon the stock of the Company may be authorized by the Board of Directors, subject to the provisions of law and the charter of the Company. Dividends and other distributions may be paid in cash, property or stock of the Company, subject to the provisions of law and the charter.

Section 9.2 Contingencies. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Company available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Company or for such other purpose as the Board of Directors shall determine to be in the best interest of the Company, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Company as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

The Board of Directors may authorize the adoption of a seal by the Company. The seal shall contain the name of the Company and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Whenever the Company is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place “[SEAL]” adjacent to the signature of the person authorized to execute the document on behalf of the Company.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the charter of the Company or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE XIII

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws; provided, however, that, from the Effective Date until the consummation of the IPO or, if applicable, such other time specified in Section 2 or Section 7 of the Governance Agreement upon which the applicable Party shall have (or shall be deemed to have) expressly and permanently surrendered, forfeited or agreed to the expiration of its right under the Governance Agreement to designate an individual to serve as a Director, the second and third sentences of Section 3.2 of Article III of these Bylaws, the third sentence of Section 3.3 of Article III of these Bylaws and the second and third sentences of Section 4.1 of Article IV of these Bylaws may not be amended, altered or repealed in a manner that adversely affects EL, OPT or DB (or its successor or assignee under the Governance Agreement), as the case may be, without the consent of such Party; and provided, further, that, from the Effective Date until the consummation of the IPO, the second and third sentences of Section 4.1 of Article IV of these Bylaws may not be amended, altered or repealed without the consent of at least two of the ATA Directors (other than Stanley J. Olander, Jr.).

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EX-3.5

Exhibit 3.5

THIRD AMENDMENT

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP

This Third Amendment to the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, LP (this “Amendment”) is made as of August 3, 2012, by Apartment Trust of America, Inc., a Maryland corporation, as general partner (the “General Partner”) of Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Partnership”), pursuant to authority granted to the General Partner in Section 11.01 of the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, LP (f/k/a Apartment Trust of America Holdings, LP, Grubb & Ellis Apartment REIT Holdings, LP and NNN Apartment REIT Holdings, L.P.), dated as of December 27, 2005, as amended by the First Amendment thereto, dated as of June 3, 2010, as further amended by the Second Amendment thereto, dated as of June 28, 2011 (as so amended, the “Partnership Agreement”). Capitalized terms used and not defined shall have the meanings set forth in the Partnership Agreement.

WHEREAS, pursuant to Section 2.02 of the Partnership Agreement, the General Partner, acting in its sole and absolute discretion without the consent of any Limited Partners, may change the name of the Partnership;

WHEREAS, effective as of the date hereof, pursuant to the authority given in Section 2.02 of the Partnership Agreement, the General Partner has changed the name of the Partnership to Landmark Apartment Trust of America Holdings, LP;

WHEREAS, the General Partner desires to amend the Partnership Agreement to reflect such name change;

WHEREAS, on July 27, 2012, the Board of Directors (the “Board”) of the General Partner adopted resolutions classifying and designating 4,000,000 shares of its previously unclassified preferred stock as shares of 9.75% Series A Cumulative Non-Convertible Preferred Stock, par value $0.01, of the General Partner (the “Series A Preferred Stock”).

WHEREAS, on July 27, 2012, the Board adopted resolutions classifying and designating 1,000,000 shares of its previously unclassified preferred stock as shares of 9.75% Series B Cumulative Non-Convertible Preferred Stock, par value $0.01, of the General Partner (the “Series B Preferred Stock”).

WHEREAS, on August 2, 2012, the General Partner filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “SDAT”) setting forth the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for 4,000,000 shares of Series A Preferred Stock (as the same may be amended and in effect from time to time, the “Series A Articles Supplementary”).

WHEREAS, on August 2, 2012, the General Partner filed Articles Supplementary with the SDAT setting forth the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for 1,000,000 shares of Series B Preferred Stock (as the same may be amended and in effect from time to time, the “Series B Articles Supplementary”).

WHEREAS, pursuant to Section 4.02(a) of the Partnership Agreement, the General Partner, in its sole and absolute discretion, is authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purposes at any time or from time to time, including upon the contribution of the proceeds from the issuance and sale of shares of the Series A Preferred Stock and the Series B Preferred Stock.

WHEREAS, in connection with the contemplated issuance by the General Partner of shares of Series A Preferred Stock and Series B Preferred Stock, the General Partner desires to effect certain additional amendments to the Partnership Agreement, including amendments to: (i) establish a new class of Partnership Units, designated the 9.75% Series A Cumulative Non-Convertible Preferred Partnership Units (the “Series A Preferred Partnership Units”); (ii) establish a new class of Partnership Units, designated as the “9.75% Series B Cumulative Non-Convertible Preferred Partnership Units” (the “Series B Preferred Partnership Units”); and (iii) to provide for the automatic issuance of the Series A Preferred Partnership Units and the Series B Preferred Partnership Units to the General Partner upon the occurrence of specified events.

WHEREAS the General Partner desires to amend the Partnership Agreement to provide for the issuance from time to time of LTIP Units to persons who provide services to the Partnership or the General Partner.

WHEREAS, on December 31, 2010, the Special Limited Partner made a Deferred Payment Election pursuant to Section 8.04(c) of the Partnership Agreement, and as a result, following such date, the Special Limited Partner has no longer been entitled to receive any amounts under Section 5.02(b) or Section 8.04(a) of the Partnership Agreement;

WHEREAS, the General Partner desires to effect certain additional amendments to reflect such Deferred Payment Election by the Special Limited Partner; and

WHEREAS, the Partnership Agreement, as amended by this Amendment, shall be binding upon all Persons now or at any time hereafter who are Partners.

NOW, THEREFORE, BE IT RESOLVED, that the General Partner hereby amends the Partnership Agreement as follows:

1. Name. The first sentence of Section 2.02 of the Partnership Agreement is hereby deleted and replaced in its entirety with the following:

“The name of the Partnership shall be Landmark Apartment Trust of America Holdings, LP.”

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2. Amendments to Article I of the Partnership Agreement.

(a) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Adjustment Event” has the meaning set forth in Section 4.09(a) hereof.

(b) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Capital Account Limitation” has the meaning set forth in Section 4.10(b) hereof.

(c) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Common Partnership Units’ means all Partnership Interests that are not specifically designated by the General Partner as LTIP Units or as Preferred Partnership Units pursuant to Section 4.02(a) of this Agreement.”

(d) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Common Partnership Unit Economic Balance” has the meaning set forth in Section 5.01(m) hereof.

(e) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Common Partnership Unit Transaction” has the meaning set forth in Section 4.10(f) hereof.

(f) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Constituent Person” has the meaning set forth in Section 4.10(f) hereof.

(g) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Conversion Date” has the meaning set forth in Section 4.10(b) hereof.

(h) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Conversion Notice” has the meaning set forth in Section 4.10(b) hereof.

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(i) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Conversion Right” has the meaning set forth in Section 4.10(a) hereof.

(j) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Economic Capital Account Balances” has the meaning set forth in Section 5.01(m) hereof.

(k) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“ELRH MCA Closing Date” means July [    ], 2012.

(l) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Equity Incentive Plan” means any equity incentive or compensation plan adopted by the Partnership or the General Partner.

(m) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Forced Conversion” has the meaning set forth in Section 4.10(c) hereof.

(n) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Forced Conversion Notice” has the meaning set forth in Section 4.10(c) hereof.

(o) Article I of the Partnership Agreement is hereby amended to replace the definition of “Limited Partner” with the following definition:

“Limited Partner” means any Person (other than the Special Limited Partner) named as a Limited Partner on Exhibit A attached hereto, as Exhibit A may be amended or restated from time to time, including, without limitation, LTIP Unitholders, and any Person who becomes a Substitute or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

(p) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Liquidating Gains” has the meaning set forth in Section 5.01(m) hereof.

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(q) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“LTIP Unit” means a Partnership Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.09 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as it may be amended or restated from time to time.

(r) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“LTIP Unitholder” means a Partner that holds LTIP Units.

(s) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Preferred Partnership Units’ means all Partnership Interests designated by the General Partner as Preferred Partnership Units pursuant to Section 4.02(a) of this Agreement.”

(t) Article I of the Partnership Agreement is hereby amended to replace the definition of “Partnership Unit” with the following definition:

“‘Partnership Unit’ means, either a Common Partnership Unit, an LTIP Unit or a Preferred Partnership Unit, with each such unit representing a fractional, undivided share of the Partnership Interests of all Partners (other than the Special Limited Partner) issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.”

(u) Article I of the Partnership Agreement is hereby amended to replace the definition of “Percentage Interest” with the following definition:

“‘Percentage Interest’ means the percentage determined by dividing the number of Common Partnership Units and LTIP Units of a Partner by the sum of the number of Common Partnership Units and LTIP Units of all Partners. The Percentage Interest of each Partner shall be as set forth on Exhibit A, as may be amended from time to time.”

(v) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Registration Rights Agreement’ means that certain Registration Rights Agreement, dated as of the ELRH MCA Closing Date, by and among the Company and the Holders described therein (as the same may be amended and in effect from time to time).”

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(w) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Qualified ELRH Combination’ means any merger, consolidation or other business combination of the Partnership with Elco Landmark Residential Holdings LLC, a Delaware limited liability company, or any affiliate thereof, satisfying each of the following conditions: (i) such transaction is approved by the board of directors of the General Partner (including a majority of the disinterested directors); (ii) if the Partnership is not the surviving or resulting entity in such transaction, Common Partnership Units and LTIP Units shall be exchanged for or converted into partnership interests or other securities of the surviving or resulting entity or parent thereof having terms as comparable as reasonably possible under the circumstances to the terms of the Common Partnership Units and the LTIP Units, respectively, as set forth herein; (iii) except as set forth in clause (ii), or pursuant to another Adjustment Event effected in connection with such transaction with respect to which the General Partner makes an adjustment to the LTIP Units in accordance with Section 4.09(a), Common Partnership Units and LTIP Units held by Limited Partners shall not be exchanged or converted in such transaction; (iv) upon consummation of such transaction, Limited Partners shall continue to hold Partnership Units (or securities issued in exchange therefor or conversion thereof pursuant to such transaction) in an entity that is a partnership for federal tax purposes; (v) upon consummation of such transaction, the General Partner shall remain qualified as a REIT with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended; and (vi) the General Partner and the Partnership shall have complied with all applicable provisions of this Agreement in connection with such transaction, including without limitation Article VII hereof.”

(x) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Series A Preferred Return’ means the payment of cumulative cash distributions per unit at the rate and in the amount, as in effect from time to time, equal to those applicable to the cumulative cash dividends payable per share of Series A Preferred Stock pursuant to the Series A Articles Supplementary.”

(y) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“‘Series B Preferred Return’ means the payment of cumulative cash distributions per unit at the rate and in the amount, as in effect from time to time, equal to those applicable to the cumulative cash dividends payable per share of Series B Preferred Stock pursuant to the Series B Articles Supplementary.”

(z) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Unvested LTIP Units” has the meaning set forth in Section 4.09(c) hereof.

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(aa) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Vested LTIP Units” has the meaning set forth in Section 4.09(c) hereof.

(bb) Article I of the Partnership Agreement is hereby amended to add the following defined term:

“Vesting Agreement” means each or any, as the context implies, agreement or instrument entered into by an LTIP Unitholder upon acceptance of an award of LTIP Units (as the same may be amended and in effect from time to time).

3. Designation of Series A Preferred Partnership Units. The Partnership Agreement is hereby amended by attaching thereto as Exhibit D the Exhibit D attached hereto, to reflect the designation of 4,000,000 Preferred Partnership Units as Series A Preferred Partnership Units. The number of Preferred Partnership Units designated as Series A Preferred Partnership Units shall be increased (and Exhibit D to the Partnership Agreement shall be correspondingly amended) automatically, without the need for further action by the General Partner, to the extent necessary to give effect to the automatic issuance of Series A Preferred Partnership Units pursuant to Section 5(d) hereof.

4. Designation of Series B Preferred Partnership Units. The Partnership Agreement is hereby amended by attaching thereto as Exhibit E the Exhibit E attached hereto, to reflect the designation of 1,000,000 Preferred Partnership Units as Series B Preferred Partnership Units. The number of Preferred Partnership Units designated as Series B Preferred Partnership Units shall be increased (and Exhibit E to the Partnership Agreement shall be correspondingly amended) automatically, without the need for further action by the General Partner, to the extent necessary to give effect to the automatic issuance of Series B Preferred Partnership Units pursuant to Section 5(d) hereof.

5. Automatic Issuance of Preferred Partnership Units

(a) Upon the issuance and sale by the General Partner on the date hereof of 4,000,000 shares of Series A Preferred Stock and the contribution of the net proceeds therefrom to the Partnership, a total of 4,000,000 Series A Preferred Partnership Units shall be issued to the General Partner automatically, without the need for further action by the General Partner.

(b) Upon the issuance and sale by the General Partner on the date hereof of 1,000,000 shares of Series B Preferred Stock and the contribution of the net proceeds therefrom to the Partnership, a total of 1,000,000 Series B Preferred Partnership Units shall be issued to the General Partner automatically, without the need for further action by the General Partner.

(c) Upon the issuance of the aforementioned 4,000,000 Series A Preferred Partnership Units and 1,000,000 Series B Preferred Partnership Units to the General Partner, Exhibit A to the Partnership Agreement shall be, and is hereby, amended and restated in its entirety as set forth on Exhibit A attached hereto to reflect such issuances.

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(d) Upon the issuance and sale by the General Partner of any additional shares of Series A Preferred Stock or Series B Preferred Stock and the contribution of the net proceeds therefrom to the Partnership, an equivalent number of Series A Preferred Partnership Units or Series B Preferred Partnership Units, as the case may be, shall be issued to the General Partner automatically, without the need for further action by the General Partner, and the General Partner shall further amend the Partnership Agreement by amending Exhibit A to reflect such issuance.

6. Amendments to Article IV of the Partnership Agreement (Capital Contributions and Accounts).

(a) Section 4.04 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“Section 4.04 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, or (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). provided that the issuance of any LTIP Unit shall be deemed to require a revaluation pursuant to this Section 4.04. When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Account previously) would be allocated among the Partners pursuant to Section 5.01 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.”

(b) Section 4.05 of the Partnership Agreement is hereby amended by replacing each instance of the phrase “Partnership Unit” or “Partnership Units”, as the case may be, with the phrase “Common Partnership Unit and LTIP Unit” or “Common Partnership Units and LTIP Units”, respectively.

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(c) Article IV of the Partnership Agreement is amended by adding new Section 4.09 as follows:

“4.09 LTIP Units.

(a) Issuance of LTIP Units.

(i) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership or the General Partner, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners.

(ii) Subject to the following provisions of this Section 4.09 and the special provisions of Sections 4.10 and 5.01(m) hereof, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unit holders and LTIP Units shall be treated as Common Partnership Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Partnership Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures. If an Adjustment Event occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of units, or (C) the Partnership effects any reclassification, recapitalization, merger, consolidation, unit exchange or other business combination or reorganization (including, without limitation, any Qualified ELRH Combination), in each case, as a result of which Common Partnership Units shall be exchanged for or converted into any Partnership Units or other securities of the Partnership or any other Person (but in any event excluding any Common Partnership Unit Transaction). If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing or acquisition transaction or pursuant to any Common Partnership Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or otherwise in consideration of services rendered to or for the benefit of any of the Company, the Partnership and their respective subsidiaries, or pursuant to any distribution reinvestment plan, or (z) the issuance of any Partnership Units to the General Partner in accordance with the provisions of this Agreement. If the Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP

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Units, to the extent permitted by law and by any Equity Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment.

(iii) Notwithstanding the other provisions of this Section 4.09, the distribution rights with respect to each LTIP Unit under this Agreement shall be subject to Section 5.06 (providing, among other things, that liquidation rights are limited to positive Capital Account balances), and each LTIP Unit shall have an initial Capital Account balance of zero as of the date such LTIP Unit is issued. This Section 4.09 shall be interpreted consistently with the treatment of each LTIP Unit as a “Profits Interest” under IRS Rev. Proc. 93-27 as of the date such LTIP Unit is issued.

(b) Priority. Subject to the provisions of this Section 4.09 and the special provisions of Sections 4.10 and 5.01(m) hereof, the LTIP Units shall rank pari passu with the Common Partnership Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units. Subject to the terms of any Vesting Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions, as holders of Common Partnership Units are entitled to transfer their Common Partnership Units pursuant to Article IX.

(c) Special Provisions. LTIP Units shall be subject to the following special provisions:

(i) Vesting Agreements. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

(ii) Forfeiture. Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the

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Partnership or the General Partner exercises such right to repurchase or forfeiture (or the same occurs automatically) in accordance with the applicable Vesting Agreement, the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 5.01(m) hereof, calculated with respect to the LTIP Unitholder’s remaining LTIP Units, if any.

(iii) Allocations. LTIP Unitholders shall be entitled to certain special allocations of gain under Section 5.01(m) hereof.

(iv) Redemption. The Redemption Right provided to Limited Partners under Section 8.05 hereof shall not apply with respect to LTIP Units unless and until they are converted to Common Partnership Units as provided in clause (v) below and Section 4.10 hereof. For purposes of the holding period set forth in Section 8.05(g), any Common Partnership Unit issued upon conversion of any LTIP Unit shall, as of the date of such issuance, be deemed to have been outstanding for as long as such LTIP Unit shall then have been outstanding.

(v) Conversion to Common Partnership Units. Vested LTIP Units are eligible to be converted into Common Partnership Units in accordance with Section 4.10 hereof.

(vi) Registration. Except as may otherwise be expressly provided in any Vesting Agreement or Equity Incentive Plan, any holder of Common Partnership Units issued upon conversion of Vested LTIP Units shall be entitled to registration rights in respect of such Common Partnership Units to the extent set forth in the Registration Rights Agreement. Subject to the foregoing, to the extent any such holder is not then a party to the Registration Rights Agreement, such holder shall be entitled to join the Registration Rights Agreement as a “Holder” thereunder, pursuant to the provisions thereof applicable to the joinder of additional parties, in respect of such Common Partnership Units.

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(d) Voting. LTIP Unitholders shall (a) have the same voting rights as the Limited Partners holding Common Partnership Units, with the LTIP Units voting as a single class with the Common Partnership Units and having one vote per LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the following amendments shall require the consent of LTIP Unitholders holding at least a majority of the LTIP Units outstanding at the time (voting separately as a class), in addition to any other consent of Limited Partners that may be required under this Agreement (provided that such consent of the LTIP Unitholders shall not be required if, at or prior to the time when the amendment with respect to which such consent would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Common Partnership Units):

(i) any amendment affecting the operation of the provisions hereof relating to the conversion of LTIP Units into Common Partnership Units or to the redemption of Common Partnership Units issuable upon the conversion of LTIP Units (except as provided in Section 7.01 or 8.05 hereof), in each case, in a manner that is material and adverse to the LTIP Unitholders and that disproportionately affects the LTIP Unitholders relative to Limited Partners holding Common Partnership Units;

(ii) any amendment that would adversely affect the rights of the LTIP Unitholders to receive the distributions payable to them hereunder, other than pursuant to the issuance of additional Partnership Units pursuant to Section 4.02 hereof, which amendment disproportionately affects the LTIP Unitholders relative to Limited Partners holding Common Partnership Units;

(iii) any amendment that would alter the Partnership’s allocations of income, gain, loss and expense to the LTIP Unitholders, other than pursuant to the issuance of additional Partnership Units pursuant to Section 4.02 hereof or an amendment effected pursuant to Section 5.07 hereof, which amendment disproportionately affects the LTIP Unitholders relative to Limited Partners holding Common Partnership Units; or

(iv) any amendment to this Section 4.09(d).”

(d) Article IV of the Partnership Agreement is amended by adding new Section 4.10 as follows:

“4.10 Conversion of LTIP Units.

(e) An LTIP Unitholder shall have the right (the “Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Common Partnership Units; provided, however, that a holder may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units (as equitably adjusted to reflect any unit splits, combinations or the like with respect to the LTIP Units) or, if such holder holds less than one thousand Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right to convert Unvested LTIP Units into Common Partnership Units until they become Vested LTIP Units; provided, however, that when an LTIP Unitholder is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject to such condition; provided, however, that such Conversion Notice shall not be valid if given more than 90 days prior to such vesting event and such Conversion Notice shall immediately terminate and become null and void should such vesting event not occur within the period of 90 days following delivery of such Conversion Notice (or such

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shorter period as the LTIP Unitholder may specify therein). The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Common Partnership Units. In all cases, the conversion of any LTIP Units into Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.10.

(f) A holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable Common Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.09 hereof. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Common Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”).

In order to exercise his or her Conversion Right, an LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit F to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Common Partnership Unit Transaction at least 20 days prior to the effective date of such Common Partnership Unit Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth day after such notice from the General Partner of a Common Partnership Unit Transaction or (y) the third business day immediately preceding the effective date of such Common Partnership Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.01 hereof. Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 4.10(b) shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Notice of Redemption pursuant to Section 8.05 hereof relating to those Common Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Common Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Common Partnership Units by the Partnership shall in no event take place until after the Conversion Date and otherwise shall be subject in all respects to the restrictions and other provisions herein applicable to the redemption of Common Partnership Units. For clarity, it is noted that the objective of this paragraph is to put an LTIP Unitholder in a position where, if he or she so wishes, the Common Partnership Units into which his or her Vested LTIP Units will be converted and which are eligible for redemption can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Common Partnership Units under Section 8.05(b) hereof by delivering to such holder REIT Shares rather than cash, then such holder can have such REIT Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Common Partnership Units. The General Partner and LTIP Unitholder shall in good faith cooperate with each other to coordinate the timing of the events described in the foregoing sentence.

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(g) The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by any LTIP Unitholder to be converted (a “Forced Conversion”) into an equal number of Common Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.09 hereof; provided, however, that the Partnership may not cause Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 4.10(b) hereof. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) in the form attached as Exhibit G to the applicable LTIP Unitholder not less than ten nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 12.01 hereof.

(h) A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Partnership Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Common Partnership Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The assignee of any Limited Partner pursuant to Article IX hereof may exercise the rights of such Limited Partner pursuant to this Section 4.10 and such Limited Partner shall be bound by the exercise of such rights by the assignee.

(i) For purposes of making future allocations under Section 5.01(m) hereof and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Partnership Unit Economic Balance.

(j) If the Partnership or the General Partner shall be a party to (i) any merger, consolidation, unit exchange, self tender offer for all or substantially all Common Partnership Units or other business combination or reorganization (except any such transaction involving the Partnership or a subsidiary in which the Partnership Units outstanding immediately prior to such transaction continue to represent or are converted into or exchanged for Partnership Units or other securities of the surviving or resulting entity that represent, immediately after such transaction, at least a majority by voting power of the securities of the surviving or resulting entity or parent thereof), or (ii) any sale of all or substantially all of the Partnership’s assets, but, in each case, excluding any Adjustment Event and any Qualified ELRH Combination, as a result of which Common Partnership Units shall be exchanged for or converted into the right, or the holders of such Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Common

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Partnership Unit Transaction”), then the General Partner shall, immediately prior to the Common Partnership Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Common Partnership Unit Transaction or that would occur in connection with the Common Partnership Unit Transaction if the assets of the Partnership were sold at the Common Partnership Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Common Partnership Unit Transaction (in which case the Conversion Date shall be the effective date of the Common Partnership Unit Transaction).

In anticipation of such Forced Conversion and the consummation of the Common Partnership Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Unitholder to be afforded the right to receive in connection with such Common Partnership Unit Transaction in consideration for the Common Partnership Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Common Partnership Unit Transaction by a holder of the same number of Common Partnership Units, assuming such holder of Common Partnership Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of Common Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Common Partnership Unit Transaction, prior to such Common Partnership Unit Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Partnership Units in connection with such Common Partnership Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Common Partnership Unit would receive if such Common Partnership Unit holder failed to make such an election.

Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use commercially reasonable efforts to cause the terms of any Common Partnership Unit Transaction to be consistent with the provisions of this Section 4.10(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Common Partnership Units in connection with the Common Partnership Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Common Partnership Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Common Partnership

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Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.”

7. Amendments to Article V of the Partnership Agreement (Allocations; Distributions).

(a) Section 5.01 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“Section 5.01 Allocations.

(a) Profits. After giving effect to the special allocations set forth in Section 5.01(f), (g), (h) and (i) hereof, and subject to Section 5.01(l), Profits of the Partnership for each taxable year of the Partnership shall be allocated among the Partners as follows:

(i) First, 100% to the General Partner until the cumulative amount of Profits allocated pursuant to this Section 5.01(a)(i) for the current and all prior years equals the cumulative amount of Losses allocated pursuant to Section 5.01(b)(ii) for the current and all prior years;

(ii) Second, 100% to the General Partner and the Limited Partners in accordance with their respective Percentage Interests until the cumulative amount of Profits allocated pursuant to this Section 5.01(a)(ii) for the current and all prior years equals the cumulative amount of Losses allocated pursuant to Section 5.01(b)(iii) for the current and all prior years; and

(iii) Thereafter, 100% to the General Partner and the Limited Partners in accordance with their respective Percentage Interests.

(b) Losses. After giving effect to the special allocations set forth in Section 5.01(f), (g), (h) and (i) hereof, and subject to Section 5.01(l), Losses of the Partnership for each taxable year of the Partnership shall be allocated among the Partners as follows:

(i) First, 100% to the General Partner and the Limited Partners in accordance with their respective Percentage Interests until the cumulative amount of Losses allocated pursuant to this Section 5.01(b)(i) for the current and all prior years equals the cumulative amount of Profits allocated pursuant to Section 5.01(a)(iii) for the current and all prior years;

(ii) Second, 100% to the General Partner until the cumulative amount of Losses allocated pursuant to this Section 5.01(b)(ii) for the current and all prior years equals the cumulative amount of Profits allocated pursuant to Section 5.01(l) for the current and all prior years; and

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(iii) Thereafter, 100% to the General Partner and the Limited Partners in accordance with their respective Percentage Interests.

(c) [Intentionally omitted].

(d) [Intentionally omitted].

(e) [Intentionally omitted].

(f) Depreciation and Amortization Deductions. Depreciation and amortization deductions for each taxable year of the Partnership shall be allocated to the General Partner and the Limited Partners in accordance with their respective Percentage Interests.

(g) Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a ‘nonrecourse deduction’ within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a ‘partner nonrecourse deduction’ within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the ‘economic risk of loss’ of such deduction in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then subject to the exceptions set forth in Regulations Section 1.704-2(f)(2), (3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j) and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704(2)(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s ‘interest in partnership profits’ for purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest.

(h) Qualified Income Offset. If a Partner receives in any taxable year an adjustment, allocation, or distribution described in subparagraph (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible

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as provided in Regulations Section 1.704-1(b)(2)(ii)(d). After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.01(h), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated to such Partner under this Section 5.01(h).

(i) Capital Account Deficits. Loss shall not be allocated to a Partner to the extent that such allocation would cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. Any loss in excess of that limitation shall be allocated to other Partners who have positive Capital Account balances in accordance with their respective Percentage Interests. After the occurrence of an allocation of loss to a Partner in accordance with this Section 5.01(i), to the extent permitted by Regulations Section 1.704-1(b), profit, income, or gain shall be allocated to such Partner in an amount necessary to offset a loss previously allocated to such Partner under this Section 5.01(i).

(j) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of income, gain, loss and expense allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole discretion, shall determine which method shall be used to allocate the distributive shares of the various items of income, gain, loss and expense between the transferor and the transferee Partner.

(k) Definition of Profit and Loss. ‘Profit’ and ‘Loss’ and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.01(f), 5.01(g), 5.01(h), or 5.01(i) hereof. All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.01, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, expense and loss as required by Section 704(c) of the Code and such election shall be binding on all Partners.”

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(l) Priority Allocations With Respect to Preferred Partnership Units. After giving effect to the allocations set forth in Sections 5.01(f), (g), (h) and (i) hereof, but before giving effect to the allocations set forth in Sections 5.01(a) and (b) hereof, Profits, or to the extent insufficient, gross items of income or gain, shall be allocated to the General Partner until the aggregate amount of Profits allocated to the General Partner under this Section 5.01(l) for the current and all prior years equals the aggregate amount of the Series A Preferred Return and Series B Preferred Return paid to the General Partner for the current and all prior years.

(m) Special Allocations Regarding LTIP Units. Notwithstanding the provisions of Sections 5.01(a) and (b) hereof, after giving effect to the special allocations set forth in Section 5.01(f), (g), (h) and (i) hereof, and subject to Section 5.01(l), Liquidating Gains shall first be allocated to the LTIP Unitholders until their Economic Capital Account Balances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, “Liquidating Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Unit holders will be equal to their Capital Account balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Common Partnership Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.01(m), divided by (ii) the number of the General Partner’s Common Partnership Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.01(m). The parties agree that the intent of this Section 5.01(m) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the General Partner’s Common Partnership Units (on a per-Unit basis).

(b) Section 5.02(b) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“(b) Sale Proceeds. The Partnership shall distribute Sale Proceeds on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with their respective Percentage Interests.”

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(c) Section 5.02(c) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“(c) [Intentionally omitted].”

(d) Section 5.06(b) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“(b) [Intentionally omitted].”

(e) Article V of the Partnership Agreement is hereby amended by adding a new Section 5.08 as follows:

“Section 5.08 Preferred Partnership Units. The distribution rights of the holders of Common Partnership Units under Sections 5.02 and 5.06 shall be subject to the rights, preferences and priorities with respect to distributions of any Preferred Partnership Units.”

8. Amendments to Article VIII of the Partnership Agreement (Rights and Obligations of the Limited Partners; Redemption Rights).

(a) Section 8.05 of the Partnership Agreement is hereby amended by replacing each instance of the phrase “Partnership Unit” or “Partnership Units”, as the case may be, with the phrase “Common Partnership Unit” or “Common Partnership Units”, respectively.

(b) Section 8.05 of the Partnership Agreement is hereby amended by adding a new subsection (g) as follows:

“(g) Holders of Common Partnership Units (other than the Company and its subsidiaries) shall be entitled to exercise the Redemption Rights subject to the terms and conditions set forth in this Section 8.05; provided, however, that such Common Partnership Units shall have been outstanding for at least one year.”

(c) Section 8.06 of the Partnership Agreement is hereby amended by replacing each instance of the phrase “Partnership Unit” or “Partnership Units”, as the case may be, with the phrase “Common Partnership Unit” or “Common Partnership Units”, respectively.

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(d) Section 8.06(d) of the Partnership Agreement is hereby amended by adding the following to the end thereof:

“Notwithstanding anything herein to the contrary, the provisions of this Section 8.06 shall not apply to any Limited Partner with respect to any Common Partnership Units issued on or after the ELRH MCA Closing Date.”

9. Amendments to Article XI of the Partnership Agreement (Amendment of this Agreement).

(a) Article XI of the Partnership Agreement is hereby amended by amending and restating the title thereof in its entirety to read as follows: “AMENDMENT OF THIS AGREEMENT; MERGER.”

(b) Section 11.01 of the Partnership Agreement is hereby amended by amending and restating the caption and first paragraph thereof in its entirety to read as follows:

“Section 11.01 Amendment of this Agreement; Merger. The General Partner’s consent shall be required for any amendment to this Agreement or any merger, consolidation or other business combination of the Partnership. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or cause the Partnership to merge, consolidate or combine with or into any other partnership, limited partnership, limited liability company or corporation as may be contemplated in Section 7.01 hereof or pursuant to any Qualified ELRH Combination; provided, however, that the following amendments and any other such merger, consolidation or combination of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners (and, in the case of any such merger, consolidation or combination of the Partnership, such additional consent, if any, that may be required under the Act in respect of Partners that shall have been Partners at all times from and after any date preceding the ELRH MCA Closing Date):”

(c) Section 11.01(d) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“(d) any amendment to this Article XI.”

(d) Section 11.01 of the Partnership Agreement is hereby amended by adding to the end thereof a new paragraph as follows:

“Any amendment that would impose on any Limited Partner any obligation to make additional Capital Contributions to the Partnership shall require the consent of such Limited Partner.”

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10. Effect. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect.

11. Invalidity of Provisions. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions concerned herein shall not be affected thereby.

12. Entire Agreement; Governing Law. The Partnership Agreement, as amended by this Amendment, contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreement among them with respect thereto. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

[Signature on the Following Page.]

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IN WITNESS WHEREOF, the undersigned has executed this Third Amendment to Agreement of Limited Partnership as of the date first set forth above.

GENERAL PARTNER:
APARTMENT TRUST OF AMERICA, INC.,
a Maryland corporation
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

EXHIBIT A

August 3, 2012

Partner	Common Units		Preferred Units			LTIP Units		Percentage Interest
GENERAL PARTNER:
Apartment Trust of America, Inc.		20,300,897		—			—		98.22801	%
		—		4,000,000	(1)		—
		—		1,000,000	(2)		—
LIMITED PARTNERS:
Grubb & Ellis Apartment REIT Advisors, LLC		100		—			—		0.00048	%
Stanley J. Olander, Jr.		—		—			197,040		0.95340	%
Gustav G. Remppies		—		—			147,040		0.71147	%
Joseph G. Lubeck		—		—			22,040		0.10664	%
SPECIAL LIMITED PARTNER:
Grubb & Ellis Apartment REIT Advisors, LLC		—		—			—		—	(3)

(1) 9.75% Series A Cumulative Non-Convertible Preferred Partnership Units

(2) 9.75% Series B Cumulative Non-Convertible Preferred Partnership Units

(3) The Special Limited Partner will be entitled to the deferred termination distribution, if any, provided for in Section 8.04(c) of the Agreement.

EXHIBIT D

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.

DESIGNATION OF 9.75% SERIES A CUMULATIVE

NON-CONVERTIBLE PREFERRED PARTNERSHIP UNITS

1. Designation and Number. A series of Preferred Partnership Units, designated as the “9.75% Series A Cumulative Non-Convertible Preferred Partnership Units” (the “Series A Preferred Partnership Units”), is hereby established. The number of Series A Preferred Partnership Units shall be 4,000,000.

2. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement of Limited Partnership of Apartment Trust of America Holdings, L.P. (as amended through the date hereof, the “Agreement”).

3. Rank. The Series A Preferred Partnership Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the Common Partnership Units and all Partnership Units issued by the Partnership the terms of which provide that such Partnership Units shall rank junior to the Series A Preferred Partnership Units (“Junior Partnership Units”); (b) on parity with the Partnership’s 9.75% Series B Cumulative Non-Convertible Preferred Partnership Units and with all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank on parity with the Series A Preferred Partnership Units (“Parity Partnership Units”); and (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series A Preferred Partnership Units (“Senior Partnership Units”).

4. Distributions. Distributions from time to time payable by the Partnership per Series A Preferred Unit, including amounts distributable upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, shall be equal in amount to the per share dividends, if any, payable by the General Partner on its 9.75% Series A Cumulative Non-Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). Whenever dividends are paid to the holders of record of Series A Preferred Stock, the General Partner shall cause the Partnership to distribute to the General Partner amounts sufficient to enable the General Partner to pay such dividends to the holders of record of Series A Preferred Stock. Except as provided in this paragraph, the Series A Preferred Partnership Units shall not be entitled to receive any distributions from the Partnership.

5. Redemption. Whenever shares of Series A Preferred Stock are redeemed by the General Partner in accordance with the terms and provisions of the Articles Supplementary establishing the Series A Preferred Stock (the “Series A Articles Supplementary”), the General Partner shall cause the Partnership to redeem concurrently an equivalent number of Series A Preferred Partnership Units at a redemption price per Series A Preferred Partnership Unit equal to the Redemption Price (as defined in the Series A Articles Supplementary) per share of Series A Preferred Stock. Any Series A Preferred Partnership Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series A Preferred Partnership Units shall cease. Except as provided in this paragraph, the Series A Preferred Partnership Units shall not otherwise be redeemable.

6. Voting Rights. Except as required by applicable law, the holders of record of Series A Preferred Partnership Units, as such, shall have no voting rights.

7. Conversion. The Series A Preferred Partnership Units are not convertible into or exchangeable for any other property or securities of the Partnership.

8. Restriction on Ownership. The Series A Preferred Partnership Units shall be owned and held solely by the General Partner.

9. Certain Actions to Preserve REIT Status. Notwithstanding any of the provisions set forth herein, the General Partner shall not be prohibited from (i) authorizing or paying or setting apart for payment any distribution on the Series A Preferred Unit, any Parity Partnership Units or Junior Partnership Units, or (ii) redeeming, purchasing or otherwise acquiring any Junior Partnership Units or Parity Partnership Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is necessary to maintain the General Partner’s qualification as a REIT for federal income tax purposes.

EXHIBIT E

APARTMENT TRUST OF AMERICA HOLDINGS, L.P

DESIGNATION OF 9.75% SERIES B CUMULATIVE

NON-CONVERTIBLE PREFERRED PARTNERSHIP UNITS

1. Designation and Number. A series of Preferred Partnership Units, designated as the “9.75% Series B Cumulative Non-Convertible Preferred Partnership Units” (the “Series B Preferred Partnership Units”), is hereby established. The number of Series B Preferred Partnership Units shall be 1,000,000.

2. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement of Limited Partnership of Apartment Trust of America Holdings, L.P. (as amended through the date hereof, the “Agreement”).

3. Rank. The Series B Preferred Partnership Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the Common Partnership Units and all Partnership Units issued by the Partnership the terms of which provide that such Partnership Units shall rank junior to the Series B Preferred Partnership Units (“Junior Partnership Units”); (b) on parity with the Partnership’s 9.75% Series A Cumulative Non-Convertible Preferred Partnership Units and with all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank on parity with the Series B Preferred Partnership Units (“Parity Partnership Units”); and (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series B Preferred Partnership Units (“Senior Partnership Units”).

4. Distributions. Distributions from time to time payable by the Partnership per Series B Preferred Unit, including amounts distributable upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, shall be equal in amount to the per share dividends, if any, payable by the General Partner on its 9.75% Series B Cumulative Non-Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). Whenever dividends are paid to the holders of record of Series B Preferred Stock, the General Partner shall cause the Partnership to distribute to the General Partner amounts sufficient to enable the General Partner to pay such dividends to the holders of record of Series B Preferred Stock. Except as provided in this paragraph, the Series B Preferred Partnership Units shall not be entitled to receive any distributions from the Partnership.

5. Redemption. Whenever shares of Series B Preferred Stock are redeemed by the General Partner in accordance with the terms and provisions of the Articles Supplementary establishing the Series B Preferred Stock (the “Series B Articles Supplementary”), the General Partner shall cause the Partnership to redeem concurrently an equivalent number of Series B Preferred Partnership Units at a redemption price per Series B Preferred Partnership Unit equal to the Redemption Price (as defined in the Series B Articles Supplementary) per share of Series B Preferred Stock. Any Series B Preferred Partnership Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series B Preferred Partnership Units shall cease. Except as provided in this paragraph, the Series B Preferred Partnership Units shall not otherwise be redeemable.

6. Voting Rights. Except as required by applicable law, the holders of record of Series B Preferred Partnership Units, as such, shall have no voting rights.

7. Conversion. The Series B Preferred Partnership Units are not convertible into or exchangeable for any other property or securities of the Partnership.

8. Restriction on Ownership. The Series B Preferred Partnership Units shall be owned and held solely by the General Partner.

9. Certain Actions to Preserve REIT Status. Notwithstanding any of the provisions set forth herein, the General Partner shall not be prohibited from (i) authorizing or paying or setting apart for payment any distribution on the Series B Preferred Unit, any Parity Partnership Units or Junior Partnership Units, or (ii) redeeming, purchasing or otherwise acquiring any Junior Partnership Units or Parity Partnership Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is necessary to maintain the General Partner’s qualification as a REIT for federal income tax purposes.

EXHIBIT F

NOTICE OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON PARTNERSHIP UNITS

The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert the number of LTIP Units in Landmark Apartment Trust of America Holdings, L.P. (the “Partnership”) set forth below into Common Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Common Partnership Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Name of Holder:
	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

(Signature of Holder: Sign Exact Name as Registered with Partnership)

(Street Address)

(City)		(State)
	(Zip Code)
Signature Guaranteed by:

EXHIBIT G

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF

LTIP UNITS INTO COMMON PARTNERSHIP UNITS

Landmark Apartment Trust of America Holdings, L.P. (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Common Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended.

Name of Holder:
	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

EX-4.1

Exhibit 4.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), is made and entered into as of August 3, 2012, by and among Apartment Trust of America, Inc., a Maryland corporation (the “Company”) and each of the Holders (as defined below) from time to time party hereto.

WHEREAS, the Company is party to a Master Contribution and Recapitalization Agreement dated as of August 3, 2012 (the “Master Agreement”), by and among Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”), Elco Landmark Residential Management LLC, a Delaware limited liability company, Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership (the “Operating Partnership”), and the Company.

WHEREAS, in connection with the transactions contemplated by the Master Agreement, (i) the Operating Partnership has issued or may from time to time hereafter issue OPUs (as defined below) to one or more Holders and (ii) the Company has issued or may from time to time hereafter issue shares of Common Stock (as defined below) to one or more Holders.

WHEREAS, the Company or the Operating Partnership from time to time may issue additional shares of Common Stock or OPUs, respectively, in exchange for cash, property or other assets, and may permit the recipients thereof to join this Agreement as Holders in respect of such shares or OPUs, respectively.

WHEREAS, in connection with the consummation of the transactions contemplated by the Master Agreement, and pursuant to Section 7.10 of the Master Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Holders as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

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“Business Day” means each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close.

“Chosen Court” has the meaning set forth in Section 21(b).

“Claim” means any claim or demand, or assertion of either of any claim or demand, by any Person (except for those included in the definition of Proceeding).

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, par value $0.01 per share, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Demand Registration” has the meaning set forth in Section 2(b).

“Eligible Securities” means any OPUs or shares of Common Stock issued by the Company or the Operating Partnership from time to time: (i) in connection with the transactions contemplated by the Master Agreement, but expressly excluding (x) any securities issued pursuant to, and any shares of Common Stock issuable upon the exercise, conversion or exchange of any securities issued pursuant to, the Cash Investment Agreement (as defined in the Master Agreement) and (y) any securities, other than shares of Common Stock, issued pursuant to Section 1.5(b) of the Master Agreement (relating to the Andros Cash Payment Obligation (as defined therein)); or (ii) in connection with the contribution to the Company or any of its subsidiaries by any Person of any cash, property or other assets (other than in connection with the transactions contemplated by the Master Agreement), to the extent determined by the Board.

“ELRH” has the meaning set forth in the recitals.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

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“Holder” means each Person other than the Company (i) that is as of the date hereof or that becomes a party to this Agreement in connection with the issuance to such Person of Eligible Securities or (ii) that becomes a party to this Agreement as the assignee of the rights of a Holder in accordance with Section 15, in each case, that has executed and delivered a joinder agreement in substantially the form attached hereto as Exhibit A or other written instrument in form and substance acceptable to the Company.

“IPO” shall mean the consummation of the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of Common Stock registered under the Securities Act that occurs after the Initial Closing Date (as defined in the Master Agreement) and, in conjunction with which, such shares of Common Stock are listed for trading on the New York Stock Exchange or the Nasdaq Stock Market.

“Long Form Registration” has the meaning set forth in Section 2(a).

“Master Agreement” has the meaning set forth in the recitals.

“OP Agreement” means the agreement of limited partnership of the Operating Partnership, as amended and in effect from time to time.

“Operating Partnership” has the meaning set forth in the recitals, and includes its successors by merger, acquisition, reorganization or otherwise.

“OPU” or “OPUs” means any Common Partnership Units of the Operating Partnership (as defined in the OP Agreement), and any other limited partnership interest units issued or issuable with respect thereto (whether by way of a unit distribution or unit split or in exchange for or upon conversion of such units or otherwise in connection with a combination of units, distribution, recapitalization, merger, consolidation or other limited partnership reorganization).

“Parity Securities” has the meaning set forth in Section 10.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

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“Registrable Securities” means (a) any shares of Common Stock that are Eligible Securities owned by the Holders, (b) any shares of Common Stock issued to the Holders upon redemption of any OPUs that are Eligible Securities owned by the Holders at any time, pursuant to the redemption provisions of the OP Agreement, and (c) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) or (b) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act are met, or (iii) such securities shall have ceased to be outstanding. In addition, as to the Registrable Securities held collectively by any particular Holder and its Affiliates, such securities shall cease to be Registrable Securities at such time following the second anniversary of the IPO that all such securities may be sold in a single transaction pursuant to Rule 144 and such securities represent less than one percent (1%) of the then outstanding shares of Common Stock.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6.

“Short-Form Registration” has the meaning set forth in Section 2(b).

2. Demand Registration.

(a) At any time after the six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-11 or any successor form thereto (each a “Long-Form Registration”); provided that the anticipated aggregate price to the public of the Registrable Securities for which registration is requested must be at least $15 million. Each request for a Long-Form Registration shall specify the approximate number of

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Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use reasonable best efforts to file, as soon as practicable, a Registration Statement on Form S-11 (or any successor form) and to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times for the holders of Registrable Securities as a group; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective, and remains effective for the period required by this Agreement, and the Holders requesting such Registration Statement are able to register at least 75% of the Registrable Securities requested to be included in such Registration Statement; and, provided, further, that the Company shall not be required to effect a Long-Form Registration if the Company is, at the time the request for registration is made or within thirty (30) days thereafter, eligible to effect a Short-Form Registration, as provided in Section 2(b).

(b) After an IPO, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, at any time after the six (6) month anniversary of an IPO, the holders of Registrable Securities shall have the right, in addition to the rights contained in Section 2(a), to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect any such Short-Form Registration (i) if the holders of Registrable Securities propose to sell Registrable Securities on Form S-3 at an anticipated aggregate price to the public of less than $1,000,000; or (ii) if the Company has effected two Short-Form Registrations within the twelve (12) month period immediately preceding the date of such request. Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. With respect to any Short-Form Registration, the holders of a majority of the Registrable Securities may request the Company to effect a registration of the Registrable

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Securities under a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”).

(c) (i) The Company shall not be obligated to effect any Demand Registration during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending 180 days after, the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register shares of Registrable Securities.

(ii) The Company may postpone for up to sixty (60) days the filing or effectiveness of a Registration Statement for a Demand Registration if (i) the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing or effectiveness of such Registration Statement at such time and (ii) the Company furnishes to the holders of Registrable Securities requesting the registration a certificate signed by the Chief Executive Officer of the Company and confirming such determination of the Board. The Company shall not delay a Demand Registration hereunder more than twice in any period of twelve consecutive months or less than sixty (60) days after the termination of the prior delay period.

(iii) At any time prior to the effective date of a Registration Statement, for a Demand Registration, the holders of a majority of the Registrable Securities included therein may withdraw such request by providing written notice of such withdrawal to the Company. A request, so withdrawn by the holders, shall count as one of the Demand Registrations permitted pursuant to Section 2(a) or Section 2(b), as applicable, unless (i) such withdrawal arose out of the fault of the Company (in which case the Company shall be obligated to pay all registration expenses in connection with such withdrawn request), (ii) there occurs an event or series of related events that has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company from that known to the requesting holders at the time of their request or (iii) the requesting holders reimburse the Company for all registration expenses of such withdrawn request incurred through the date of such withdrawal.

(d) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b), and the Company shall include such information in its notice to the other holders of Registrable Securities. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

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(e) The Company shall not include in any Demand Registration any securities that are not Registrable Securities (other than Parity Securities), including any securities to be sold for the account of the Company, without the prior written consent of the holders of a majority of the Registrable Securities requesting such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders of Registrable Securities and Parity Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock other than holders of Parity Securities) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities and Parity Securities proposed to be sold can be included in such offering, then the Registrable Securities and Parity Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities and Parity Securities owned by each such holder.

3. Piggyback Registration.

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration related to an employee benefit plan, a registration related to a corporation reorganization or other transaction on Form S-4 or any successor form, or a registration form that does not permit registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for registration of any Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than twenty (20) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within ten (10) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, and the expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6 hereof. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement.

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(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities and Parity Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities and Parity Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities and Parity Securities), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities and Parity Securities shall be entitled to register at least 20% of the securities to be included in any such registration.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities and Parity Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Registrable Securities and Parity Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

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(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. The right of any holder to registration pursuant to this Section 3 shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

4. Lock-up Agreement. Each holder of Registrable Securities agrees that in connection with any public offering of the Company’s Common Stock or other equity securities in which such holder is participating, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 90 days), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock, held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that such 90-day period may be extended for such period as may be reasonably requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b) or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than one percent (1%) of the outstanding Common Stock. Each holder of Registrable Securities included in the Registration Statement agrees to execute such agreements as may reasonably be requested by the representative of the underwriters that are necessary to give effect to this Section 4.

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5. Registration Procedures. If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:

(a) subject to Section 2(a) and Section 2(b), prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days (or in the case of any Shelf Registration, for the maximum offering period permitted under Rule 415), or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; provided, that the Company shall not have any obligation to modify any information if the Company reasonably expects that so doing would cause the Registration Statement, Prospectus or any amendment or supplement thereto to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein not misleading.

(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the

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disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5(f);

(g) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances then existing, and, at the request of any such holder, the Company shall as soon as practicable prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances then existing; provided, that each selling holder of such Registrable Securities, upon receipt of any notice from the Company of any event of the kind described in this Section 5(g) hereof, shall forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by this Section 5(g), and if so directed by the Company, such holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder’s possession, of the Prospectus covering such Registrable Securities at the time of receipt of such notice; and provided, further, that if the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Prospectus (a “Suspension Notice”), the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such holder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by this Section 5(g);

(h) make available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that the Company’s obligations under this Section 5(h) shall not apply to any material nonpublic information of the Company unless expressly and reasonably requested by any such Inspector, in which event the Company shall make such requested material nonpublic

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information available to such Inspector, subject to the execution by or on behalf of such Inspector of a customary confidentiality agreement in favor of the Company in form and substance reasonably acceptable to the Company;

(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j) use its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed;

(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

(m) if required to be delivered to the underwriters for an underwritten offering, furnish each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;

(n) without limiting Section 5(f) above, use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

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(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement, and reasonably consider the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(r) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby;

(s) Notwithstanding the provisions of this Section 5, the Company shall be entitled to postpone or suspend, for a reasonable period of time, the effectiveness or use of, or trading under, any Registration Statement if the Company shall determine that the sale of any securities pursuant to such Registration Statement would in the good faith judgment of the Board of Directors of the Company:

(i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company for which the Board has authorized negotiations;

(ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or

(iii) require disclosure of material non-public information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates).

In the event of the postponement of effectiveness or suspension of use of any Registration Statement pursuant to this Section 5(s), the applicable time period during which such Registration Statement is to remain effective shall be extended by that number of days equal to the number of days of the postponement or suspension period.

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6. Expenses. All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants, and reasonable fees and expenses of one counsel for the holders of Registrable Securities participating in such registration as a group (selected by, in the case of a registration under Section 2(a) or Section 2(b), the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations hereunder, the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

7. Indemnification.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, if any, and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same arise out of or are based upon any information furnished in writing to the Company by such holder expressly for use therein.

(b) In connection with any registration in which one or more holders of Registrable Securities is participating, each such holder, to the fullest extent permitted by law,

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shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, if any, and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability in each case to the extent, but only to the extent, that such untrue statement or omission is made in reliance upon and in conformity with any written information so furnished by such holder and stated to be specifically for use in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement thereto; provided, that the obligation to indemnify shall be several, not joint and several, for each holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of

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such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(e) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were

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determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.

9. Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or, following the IPO, pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the Registration Date;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration; provided, however, that any such document’s availability on the Commission’s Electronic Data Gathering Analysis and Retrieval (EDGAR) System database (or any successor thereto) shall satisfy such obligation.

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10. Preservation of Rights. The Company shall not (a) grant any registration rights to third parties which are preferential to, or more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement. The Holders acknowledge that (i) the Company from time to time may enter into one or more agreements (whether contained within the OP Agreement or separate therefrom) granting registration rights to Persons receiving shares of Common Stock (or OPUs or other securities convertible into, or exchangeable or exercisable for, shares of Common Stock), including, without limitation, in connection with the transactions contemplated by the Master Agreement and the Cash Investment Agreement (as defined therein); and (ii) such other registration rights shall be pari passu with the registration rights of the holders of Registrable Securities hereunder (including, without limitation, with respect to priority of inclusion of securities in any Registration). Any such securities that are the subject of such pari passu registration rights are referred to herein as “Parity Securities.”

11. Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding or, if earlier, upon the tenth (10th) anniversary of the date of this Agreement; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.

12. Aggregation of Securities. All shares of Registrable Securities or Parity Securities held or acquired by a Holder and its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Persons may apportion such rights as among themselves in any manner they deem appropriate.

13. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below or, in the case of any Holder not listed below, at such Holder’s address as maintained in the records of the Corporation or the Operating Partnership (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13).

If to the Company, to:

Landmark Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

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with a copy to (which shall not constitute notice):

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to ELRH or any Affiliate thereof at any time a Holder:

Elco Landmark Residential Holdings LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

with a copy to (which shall not constitute notice):

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

14. Entire Agreement. This Agreement, together with the Master Agreement and the other Transaction Agreements (as defined therein) and any related exhibits and schedules hereto and thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Master Agreement or any other Transaction Agreement (as defined therein), the terms and conditions of this Agreement shall control.

15. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Holder may assign its rights hereunder to any purchaser or transferee of at least 100,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as a Holder whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of a Holder herein and had originally been a party hereto.

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16. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

17. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

18. Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

21. Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof (other than Sections 5-1401 and 5-1042 of the New York General Obligation Law).

(b) Each party agrees that any Proceeding for any Claim arising out of or related to this Agreement or the Transactions (as defined in the Master Agreement), whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party

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irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 13, and the effective date of such service of process shall be as set forth in Section 13

22. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 22.

23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the date first written above.

APARTMENT TRUST OF AMERICA, INC.
By	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

[Signature Page to Registration Rights Agreement under MCA]

Exhibit A

(Form of Joinder Agreement to Registration Rights Agreement)

JOINDER AGREEMENT

[REGISTRATION RIGHTS AGREEMENT]

This Joinder Agreement (this “Agreement”) is entered into as of             ,     2012, by and between Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.), a Maryland corporation (the “Company”) and the undersigned party designated as the Holder (the “Holder”).

RECITALS

WHEREAS, reference is made to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of [            ] [    ], 2012, by and among the Company and the Holders described therein;

WHEREAS, the Holder has made a contribution of cash, property or other assets in exchange for limited partnership interests in Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership, capital stock of the Company, or a combination of the foregoing;

WHEREAS, pursuant to the terms of such contribution, the Holder is entitled to and now desires to become a party to the Registration Rights Agreement.

NOW, THEREFORE, the parties hereto acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

1. The Holder shall become, and does hereby become, a party to the Registration Rights Agreement and shall, and hereby agrees to, be bound by all of the terms and conditions set forth in the Registration Rights Agreement applicable to the Holder as a party thereto.

2. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be signed as of the day and year first above written.

COMPANY:	LANDMARK APARTMENT TRUST OF AMERICA, INC.
	By:
	Name:
	Title:
HOLDER:	[signature block to be inserted]

[Signature Page to Registration Rights Agreement under MCA]

EX-4.2

Exhibit 4.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), is made and entered into as of August 3, 2012, by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”) and DK LANDMARK, LLC, a Florida limited liability company (“DeBartolo”) (collectively, the “Investors” and each individually, an “Investor”).

WHEREAS, the Company and the Investors are parties to a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), pursuant to which each Investor has acquired shares of the Company’s preferred stock, par value $0.01 per share, together with non-detachable warrants to purchase shares of Common Stock (as defined below) (such warrants originally issued pursuant to the Purchase Agreement, or pursuant to the Master Agreement (as defined in the Purchase Agreement) as set forth below, the “Warrants”).

WHEREAS, the Company and ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“ELRH”), are parties to the Master Agreement (as defined in the Purchase Agreement), pursuant to Section 1.5(b) of which (relating to the Andros Cash Payment Obligation (as defined therein)), the Company hereafter may issue and sell to ELRH (or its permitted designees) shares of its preferred stock, par value $0.01 per share, together with Warrants.

WHEREAS, each Person hereafter acquiring Warrants from the Company pursuant to Section 1.5(b) of the Master Agreement (as defined in the Purchase Agreement) as provided above, shall be permitted to join this Agreement as an “Investor” hereunder by executing and delivering a counterpart signature page hereto.

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Investors as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“Business Day” means each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close.

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, par value $0.01 per share, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Demand Registration” has the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Investors” has the meaning set forth in the preamble.

“IPO” shall mean the consummation of the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of Common Stock registered under the Securities Act that occurs after the date hereof and, in conjunction with which, such shares of Common Stock are listed for trading on the New York Stock Exchange or the Nasdaq Stock Market.

“Long Form Registration” has the meaning set forth in Section 2(a).

“Operating Partnership” means Apartment Trust of America Holdings, L.P., a Virginia limited partnership, and includes its successors by merger, acquisition, reorganization or otherwise.

“OPU” means a limited partnership interest in the Operating Partnership.

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“Parity Securities” has the meaning set forth in Section 10.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Purchase Agreement” has the meaning set forth in the recitals.

“Registrable Securities” means (a) any shares of Common Stock issued to the Investors upon exercise of any Warrants owned by the Investors at any time, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act are met, or (iii) such securities shall have ceased to be outstanding. In addition, as to the Registrable Securities held collectively by any particular Investor and its Affiliates, such securities shall cease to be Registrable Securities at such time following the second anniversary of the IPO that all such securities may be sold in a single transaction pursuant to Rule 144 and such securities represent less than one percent (1%) of the then outstanding shares of Common Stock.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6.

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“Short-Form Registration” has the meaning set forth in Section 2(b).

“Warrants” has the meaning set forth in the Recitals.

2. Demand Registration.

(a) At any time after the six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-11 or any successor form thereto (each a “Long-Form Registration”); provided that the anticipated aggregate price to the public of the Registrable Securities for which registration is requested must be at least $15 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use reasonable best efforts to file, as soon as practicable, a Registration Statement on Form S-11 (or any successor form) and to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times for the holders of Registrable Securities as a group; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective, and remains effective for the period required by this Agreement, and the holders requesting such Registration Statement are able to register at least 75% of the Registrable Securities requested to be included in such Registration Statement; and, provided, further, that the Company shall not be required to effect a Long-Form Registration if the Company is, at the time the request for registration is made or within thirty (30) days thereafter, eligible to effect a Short-Form Registration, as provided in Section 2(b).

(b) After an IPO, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, at any time after the six (6) month anniversary of an IPO, the holders of Registrable Securities shall have the right, in addition to the rights contained in Section 2(a), to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect any such Short-Form Registration (i) if the holders of Registrable Securities

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propose to sell Registrable Securities on Form S-3 at an anticipated aggregate price to the public of less than $1,000,000; or (ii) if the Company has effected two Short-Form Registrations within the twelve (12) month period immediately preceding the date of such request. Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. With respect to any Short-Form Registration, the holders of a majority of the Registrable Securities may request the Company to effect a registration of the Registrable Securities under a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”).

(c) (i) The Company shall not be obligated to effect any Demand Registration during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending 180 days after, the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register shares of Registrable Securities.

(ii) The Company may postpone for up to sixty (60) days the filing or effectiveness of a Registration Statement for a Demand Registration if (i) the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing or effectiveness of such Registration Statement at such time and (ii) the Company furnishes to the holders of Registrable Securities requesting the registration a certificate signed by the Chief Executive Officer of the Company and confirming such determination of the Board. The Company shall not delay a Demand Registration hereunder more than twice in any period of twelve consecutive months or less than sixty (60) days after the termination of the prior delay period.

(iii) At any time prior to the effective date of a Registration Statement, for a Demand Registration, the holders of a majority of the Registrable Securities included therein may withdraw such request by providing written notice of such withdrawal to the Company. A request, so withdrawn by the holders, shall count as one of the Demand Registrations permitted pursuant to Section 2(a) or Section 2(b), as applicable, unless (i) such withdrawal arose out of the fault of the Company (in which case the Company shall be obligated to pay all registration expenses in connection

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with such withdrawn request), (ii) there occurs an event or series of related events that has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company from that known to the requesting holders at the time of their request or (iii) the requesting holders reimburse the Company for all registration expenses of such withdrawn request incurred through the date of such withdrawal.

(d) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b), and the Company shall include such information in its notice to the other holders of Registrable Securities. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

(e) The Company shall not include in any Demand Registration any securities that are not Registrable Securities (other than Parity Securities), including any securities to be sold for the account of the Company, without the prior written consent of the holders of a majority of the Registrable Securities requesting such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders of Registrable Securities and Parity Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock other than holders of Parity Securities) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities and Parity Securities proposed to be sold can be included in such offering, then the Registrable Securities and Parity Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities and Parity Securities owned by each such holder.

3. Piggyback Registration.

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration related to an employee benefit

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plan, a registration related to a corporation reorganization or other transaction on Form S-4 or any successor form, or a registration form that does not permit registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for registration of any Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than twenty (20) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within ten (10) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, and the expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6 hereof. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities and Parity Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities and Parity Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities and Parity Securities), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities and Parity Securities shall be entitled to register at least 20% of the securities to be included in any such registration.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common

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Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities and Parity Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Registrable Securities and Parity Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. The right of any holder to registration pursuant to this Section 3 shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

4. Lock-up Agreement. Each holder of Registrable Securities agrees that in connection with any public offering of the Company’s Common Stock or other equity securities in which such holder is participating, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 90 days), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock, held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that such 90-day period may be extended for such period as may be reasonably requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section

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2(b) or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than one percent (1%) of the outstanding Common Stock. Each holder of Registrable Securities included in the Registration Statement agrees to execute such agreements as may reasonably be requested by the representative of the underwriters that are necessary to give effect to this Section 4.

5. Registration Procedures. If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:

(a) subject to Section 2(a) and Section 2(b), prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days (or in the case of any Shelf Registration, for the maximum offering period permitted under Rule 415), or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; provided, that the Company shall not have any obligation to modify any information if the Company reasonably expects that so doing would cause the Registration Statement, Prospectus or any amendment or supplement thereto to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein not misleading.

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(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5(f);

(g) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances then existing, and, at the request of any such holder, the Company shall as soon as practicable prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances then existing; provided, that each selling holder of such Registrable Securities, upon receipt of any notice from the Company of any event of the kind described in this Section 5(g) hereof, shall forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by this Section 5(g), and if so directed by the Company, such holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder’s possession, of the Prospectus covering such Registrable Securities at the time of receipt of such notice; and provided, further, that if the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Prospectus (a “Suspension Notice”), the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period

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from and including the date of the giving of such Suspension Notice to and including the date such holder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by this Section 5(g);

(h) make available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that the Company’s obligations under this Section 5(h) shall not apply to any material nonpublic information of the Company unless expressly and reasonably requested by any such Inspector, in which event the Company shall make such requested material nonpublic information available to such Inspector, subject to the execution by or on behalf of such Inspector of a customary confidentiality agreement in favor of the Company in form and substance reasonably acceptable to the Company;

(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j) use its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed;

(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

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(m) if required to be delivered to the underwriters for an underwritten offering, furnish each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;

(n) without limiting Section 5(f) above, use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement, and reasonably consider the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(r) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby;

(s) Notwithstanding the provisions of this Section 5, the Company shall be entitled to postpone or suspend, for a reasonable period of time, the effectiveness or use of, or trading under, any Registration Statement if the Company shall determine that the sale of any securities pursuant to such Registration Statement would in the good faith judgment of the Board of Directors of the Company:

(i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company for which the Board has authorized negotiations;

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(ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or

(iii) require disclosure of material non-public information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates).

In the event of the postponement of effectiveness or suspension of use of any Registration Statement pursuant to this Section 5(s), the applicable time period during which such Registration Statement is to remain effective shall be extended by that number of days equal to the number of days of the postponement or suspension period.

6. Expenses. All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants, and reasonable fees and expenses of one counsel for the holders of Registrable Securities participating in such registration as a group (selected by, in the case of a registration under Section 2(a) or Section 2(b), the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations hereunder, the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

7. Indemnification.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, if any, and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined

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in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same arise out of or are based upon any information furnished in writing to the Company by such holder expressly for use therein.

(b) In connection with any registration in which one or more holders of Registrable Securities is participating, each such holder, to the fullest extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, if any, and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability in each case to the extent, but only to the extent, that such untrue statement or omission is made in reliance upon and in conformity with any written information so furnished by such holder and stated to be specifically for use in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement thereto; provided, that the obligation to indemnify shall be several, not joint and several, for each holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to

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participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(e) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the

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relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.

9. Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or, following the IPO, pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the Registration Date;

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(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration; provided, however, that any such document’s availability on the Commission’s Electronic Data Gathering Analysis and Retrieval (EDGAR) System database (or any successor thereto) shall satisfy such obligation.

10. Preservation of Rights. The Company shall not (a) grant any registration rights to third parties which are preferential to, or more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement. The Investors acknowledge that (i) the Company from time to time may enter into one or more agreements (whether contained within the limited partnership agreement of the Operating Partnership or separate therefrom) granting registration rights to Persons receiving shares of Common Stock (or OPUs or other securities convertible into, or exchangeable or exercisable for, shares of Common Stock), including, without limitation, in connection with the transactions contemplated by the Purchase Agreement and the Master Agreement (as defined therein); and (ii) such other registration rights shall be pari passu with the registration rights of the holders of Registrable Securities hereunder (including, without limitation, with respect to priority of inclusion of securities in any Registration). Any such securities that are the subject of such pari passu registration rights are referred to herein as “Parity Securities.”

11. Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding or, if earlier, upon the tenth (10th) anniversary of the date of this Agreement; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.

12. Aggregation of Securities. All shares of Registrable Securities or Parity Securities held or acquired by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Persons may apportion such rights as among themselves in any manner they deem appropriate.

13. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return

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receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13).

If to the Company, to:

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Facsimile No.: (804) 237-1345

with a copy to (which shall not constitute notice):

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Facsimile No.: (804) 788-8218

If to OPTrust, to:

2335887 Ontario Inc.

1 Adelaide Street E.

Suite 1200

Toronto, Ontario M5C 3A7

Canada

Attention: Robert A.S. Douglas

Facsimile No.: (416) 681-2500

with a copy to (which shall not constitute notice):

Davies Ward Phillips & Vineberg LLP

900 Third Avenue, 24th Floor

New York, New York 10022

Attention: Jeffrey Nadler, Esq.

Facsimile No.: 212.318.0132

If to DeBartolo, to:

DeBartolo Development LLC

4401 W. Kennedy Boulevard, 3rd Floor

Tampa, Florida 33609

Attention: Edward M. Kobel

Facsimile No.: (813) 676-7696

with a copy to (which shall not constitute notice):

Gray Robinson, P. A.

201 N. Franklin Street, Suite 2200

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Tampa, Florida 33602

Attention: Michael J. Nolan, Esq.

Facsimile No.: (813) 273-5039

14. Entire Agreement. This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.

15. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Investor may assign its rights hereunder to any purchaser or transferee of at least 100,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of an Investor herein and had originally been a party hereto.

16. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

17. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

18. Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this

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Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

21. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States sitting in the Southern District of New York, or the courts of the State of New York located in the Borough of Manhattan in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

22. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 22.

23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

(Signature page to Registration Rights Agreement relating to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

2335887 LIMITED PARTNERSHIP, by its general partner, 2335887 ONTARIO INC.
By:	/s/ Robert A. S. Douglas
Name:	Robert A. S. Douglas
Title:	President
By:	/s/ Joseph Lyn
Name:	Joseph Lyn
Title:	Vice-President and Secretary

(Signature page to Registration Rights Agreement relating to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

DK LANDMARK, LLC
By:	/s/ James D. Palermo
Name:	James D. Palermo
Title:	Executive Vice President

(Signature page to Registration Rights Agreement relating to Securities Purchase Agreement)

EX-4.3

Exhibit 4.3

NEITHER THIS WARRANT NOR ANY UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR ANY UNDERLYING SECURITIES MAY BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, UNLESS SUCH OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

THIS WARRANT IS NOT DETACHABLE FROM THE SHARES OF PREFERRED STOCK OF THE ISSUER WITH WHICH IT HAS BEEN ISSUED, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN.

APARTMENT TRUST OF AMERICA, INC.

FORM OF NON-DETACHABLE WARRANT TO PURCHASE SHARES OF COMMON STOCK

For value received and subject to the provisions set forth in this warrant (this “Warrant”), [•] and its permitted assigns are entitled to purchase from Apartment Trust of America, Inc., a Maryland corporation (the “Company”), the number of Shares specified below at the Exercise Price per share specified below at the time or times during the term of this Warrant specified below.

Warrant Date:	August     , 2012
Warrant Coverage:	$[—].
Shares:	The number of Shares for which this Warrant is exercisable shall equal the Warrant Coverage divided by the Exercise Price, rounded down to the nearest whole number of Shares.
Exercise Price:	See Section 1(g) below.
Term of Warrant:	See Section 2 below.
Series of Warrant:	Series [A/B/C]2 Warrants.

The number of Shares for which this Warrant is exercisable and the Exercise Price are subject to further adjustment as specified in Section 6.

This Warrant has been issued pursuant to either (x) the Securities Purchase Agreement dated as of the Closing Date (the “Securities Purchase Agreement”) by and among the Company, 2335887 Limited Partnership, an Ontario limited partnership, DK Landmark, LLC, a Florida limited liability company, and Elco Landmark Residential Holdings LLC, a Delaware limited

liability company (“ELRH”), or (y) the Master Contribution and Recapitalization Agreement dated as of the Closing Date (the “Master Contribution Agreement” and, together with the Securities Purchase Agreement, the “Purchase Agreements” and each a “Purchase Agreement”) by and among the Company, ELRH and the other parties thereto. This Warrant has been issued as one in a series of substantially similar warrants issued or to be issued, together with shares of one or more series of the Company’s preferred stock, pursuant to the Purchase Agreements (all such warrants collectively, including this Warrant, the “Transaction Warrants”). Any provision of this Warrant may be amended, waived or modified with the written consent of the Company (as authorized by its Board of Directors) and the Holder of this Warrant. In addition, if any amendment, waiver or modification is to be made to all outstanding Transaction Warrants and affects all holders thereof equally (except for such differences as arise solely from the differing warrant coverages thereof), then the Holder of this Warrant agrees that such amendment, waiver or modification may be effected with the written consent of the Company (as authorized by its Board of Directors) and the holders of Transaction Warrants representing at least a majority of the shares of the Company’s capital stock underlying all then outstanding Transaction Warrants. In addition, if any amendment, waiver or modification is to be made to all outstanding Series Warrants, then the Holder of this Warrant agrees that such amendment, waiver or modification may be effected with the written consent of the Company (as authorized by its Board of Directors) and the holders of Series Warrants representing at least a majority of the shares of the Company’s capital stock underlying all then outstanding Series Warrants. The Company agrees that, in the event that any amendment, modification or waiver is made to any Transaction Warrant for the benefit of the holder thereof that is not concurrently made to this Warrant, then the Company shall promptly provide written notice to the Holder of such amendment, waiver or modification and, if requested in writing by the Holder, shall forthwith make such amendment, waiver or modification to this Warrant.

1. Definitions. The following capitalized terms used in this Warrant shall have the following meanings:

(a) “Affiliate” means, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise.

(b) “Affiliated Group” means any group of two or more Persons comprised of a Person (the “Parent”) and its direct or indirect wholly owned Affiliates (it being understood that an Affiliated Group may, but need not, include the Parent).

(c) “Applicable Stock” means the Common Stock.

(d) “Change of Control” means any transaction or series of related transactions that both (i) constitutes a “Change of Control” (as defined in the Stapled Preferred Articles) and (ii) pursuant thereto, assuming for this purpose that the Shares were issued and outstanding immediately prior thereto, the holder of the Shares would be entitled to receive consideration in respect of the Shares in the form of cash, property, securities of a Person other than the Company, or a combination of the foregoing.

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(e) “Closing Date” means August     , 2012.

(f) “Common Stock” means (i) the common stock, $.01 par value per share, of the Company, (ii) upon any exchange, reclassification or other change in such common stock, any security into which such common stock may be exchanged, reclassified or otherwise changed, and (iii) upon any further exchange, reclassification or other change in any security described in this definition, any security into which the securities described in this definition may be further exchanged, reclassified or otherwise changed.

(g) “Exercise Price” means the exercise price per share of Applicable Stock and shall equal: (i) if this Warrant is exercised pursuant to Section 3(c) in connection with a Change of Control, the Floor Price, and (ii) if this Warrant is exercised pursuant to Section 3(b), the greater of (x) the Floor Price and (y) 80% of the IPO Price.

(h) “Floor Price” means $9.00 per share, subject to adjustment as specified in Section 6.

(i) “Holder” means the initial holder of this Warrant set forth in the first paragraph of this Warrant and any other person or entity which becomes a holder of this Warrant pursuant to the terms of this Warrant.

(j) “IPO” means the consummation of the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of Common Stock registered under the United States Securities Act of 1933, a amended (the “U.S. Securities Act”), that occurs after the Warrant Date and, in conjunction with which, such shares of Common Stock are listed for trading on the New York Stock Exchange.

(k) “IPO Price” means the public offering price per share of Common Stock (before giving effect to any underwriting discounts or commissions) specified in the final prospectus with respect to the IPO.

(l) “Other Warrants” means any warrant issued upon transfer of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.

(m) “Permitted Transferee” means any Affiliate of the Holder or any Qualified Institutional Investor.

(n) “Person” means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity.

(o) “Preferred Maturity Date” means the second anniversary of the Closing Date, being the date upon which the Preferred Stock is mandatorily redeemable pursuant to its terms, as such date may be extended from time to time at the option of the Company pursuant to the terms of the Preferred Stock. For avoidance of doubt, for purposes of this Warrant, the term “Preferred Maturity Date” shall refer to such initial or extended scheduled mandatory redemption date, notwithstanding any redemption of the Preferred Stock prior to such date.

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(p) “Preferred Redemption Date” means the earliest of (i) the date on which all of the then outstanding shares of Preferred Stock are redeemed by the Company pursuant to the provisions thereof, (ii) the Preferred Maturity Date, (iii) the date on which an Optional Redemption Notice (as defined in the Stapled Preferred Articles) is delivered to the Company, and (iv) the date on which a Special Redemption Notice (as defined in the Stapled Preferred Articles) is delivered by the Company to holders of the Preferred Stock.

(q) “Preferred Stock” means (i) the Company’s 9.75% Series A Cumulative Non-Convertible Preferred Stock, $.01 par value per share, if the Series of Warrant designation above is “Series A Warrants,” (ii) the Company’s 9.75% Series B Cumulative Non-Convertible Preferred Stock, $.01 par value per share, if the Series of Warrant designation above is “Series B Warrants,” and (iii) the Company’s 9.75% Series C Cumulative Non-Convertible Preferred Stock, $.01 par value per share, if the Series of Warrant designation above is “Series C Warrants.”

(r) “Qualified Company Acquisition” means a Change of Control pursuant to which, assuming for this purpose that the Shares were issued and outstanding immediately prior thereto, the holder of the Shares would be entitled to receive consideration in respect of the Shares solely in the form of cash, equity securities issued by a Person other than the Company and listed for trading on a national securities exchange in the United States, or a combination of the foregoing.

(s) “Qualified Institutional Investor” means (i) a nationally chartered bank that has a combined capital and surplus of at least $100 million, (ii) a pension fund, pension trust or pension account that has total assets of at least $500 million and that is managed by a person or entity that controls/manages at least $1 billion of real estate equity assets, (iii) with the written consent of the Company (not to be unreasonably withheld, conditioned or delayed), a real estate private equity fund or real estate investment trust that has total assets of at least $500 million and that is managed by a person or entity that controls/manages at least $1 billion of real estate equity assets, (iv) a pension fund advisor that controls/manages at least $500 million of real estate equity assets, (v) an insurance company that is subject to supervision by the insurance commissioner, or similar official or agency, of a state or territory of the United States (including the District of Columbia) which has a net worth of at least $250 million and controls real estate equity assets of at least $500 million, or (vi) any corporation, partnership or limited liability company that is majority-owned by one or more of the foregoing entities.

(t) “Series Warrants” means, collectively, this Warrant and all other Transaction Warrants, if any, that, upon original issuance thereof, are attached to shares of Preferred Stock, as the Stapled Preferred Shares.

(u) “Shares” means the shares of Applicable Stock issuable upon exercise of this Warrant.

(v) “Stapled Preferred Articles” means the articles supplementary with respect to the Preferred Stock, as filed on or about the Closing Date with the Department of Assessments and Taxation of the State of Maryland and as the same may be amended from time to time.

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(w) “Stapled Preferred Shares” means, as of any time of determination, such of the shares of Preferred Stock originally issued, concurrently with the original issuance of this Warrant, to the original holder of this Warrant pursuant to the applicable Purchase Agreement to which this Warrant, as of such time, remains attached in accordance with the provisions of Section 7(b) hereof.

(x) “Stated Expiration Date” means the later of (i) the third anniversary of the Closing Date and (ii) the Preferred Maturity Date; provided, however, that in no event shall the Stated Expiration Date be later than the fifth anniversary of the Closing Date.

2. Term. Subject to the provisions of this Section 2, the right to purchase Applicable Stock upon exercise hereof is exercisable at any time and from time to time prior to the expiration of this Warrant: (i) following the IPO pursuant to Section 3(b); and (ii) in connection with a Change of Control pursuant to Section 3(c). This Warrant shall immediately expire and cease to be exercisable upon the earliest to occur of: (w) 5:00 p.m. New York local time on the Stated Expiration Date, (x) 5:00 p.m. New York local time on the date that is 60 days after the IPO (or, if such date is not a business day, then on the first business day thereafter), (y) the consummation of a Qualified Company Acquisition (unless this Warrant is exercised concurrently therewith pursuant to Section 3(c)) and (z) the cancellation of this Warrant pursuant to Section 4; provided, however, that in the event that (A) on or before the Stated Expiration Date, a public announcement or filing is made with respect to, or the Company enters into any agreement contemplating, any transaction that constitutes a Change of Control, (B) on or before the Stated Expiration Date, a conditional exercise of this Warrant is initiated pursuant to Section 3(c)(ii) in connection therewith and (C) as of the Stated Expiration Date, (1) such transaction has been neither consummated nor abandoned, (2) such agreement, if any, has not terminated and (3) such conditional exercise remains in effect, then notwithstanding anything in this Warrant to the contrary, the term of this Warrant shall be extended and this Warrant shall remain exercisable, but only with respect to such Change of Control, for so long and to the extent necessary to give full effect to such conditional exercise in accordance with the provisions of Section 3(c)(ii).

3. Payment and Exercise.

(a) Generally.

(i) Methods of Exercise. The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, at such time or times as provided herein, at the election of the Holder, by (A) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed and indicating under which subsection of this Section 3 such purchase right is being exercised) at the principal office of the Company and (B) compliance with the other provisions of the applicable subsection of this Section 3. The purchase right represented by this Warrant is also subject to automatic exercise in connection with a Qualified Company Acquisition, without any action on the part of the Holder, pursuant to the provisions of Section 3(c)(iii).

(ii) Payment of Exercise Price. The aggregate amount payable to the Company upon exercise of the purchase right represented by this Warrant may be paid (x) by wire transfer to an account designated by the Company; (y) in the case of any exercise of this Warrant

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pursuant to Section 3(c) concurrently with the redemption of the Preferred Stock, by setoff, at the written election of the Holder, of the full redemption price payable by the Company to the Holder with respect to any Stapled Preferred Share (other than the portion of such redemption price in excess of the amount of the Liquidation Preference (as defined in the Stapled Preferred Articles), which portion shall remain payable in cash by the Company in connection with such redemption in accordance with the terms of the Preferred Stock); or (z) by any combination of the foregoing methods.

(iii) Issuance of Shares and Certificates. The Person or Persons in whose name(s) any certificate(s) representing Shares of Applicable Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Holder as soon as possible and in any event within ten (10) business days after such exercise; provided, however, that at such time as the Company’s securities may be listed on a securities exchange or a public market may otherwise exist for the Company’s securities, if requested by the Holder, the Company shall (or shall cause its transfer agent to) deliver the certificates representing the Shares issued upon exercise of this Warrant to a broker or other Person (as directed by the Holder exercising this Warrant) within the time period required to settle any trade made by the Holder after exercise of this Warrant; and provided further, however, that, in the event that this Warrant is exercised pursuant to Section 3(c) concurrently with the consummation of a Change of Control, the Company shall (or shall cause its transfer agent to) deliver the certificates representing the Shares issued upon exercise of this Warrant to a paying agent or other Person (as directed by the Holder exercising this Warrant), to the extent delivery of such certificates is necessary, within the time period required in order to permit the Holder to tender or surrender such Shares in exchange for the consideration payable in respect of such Shares in such transaction.

(iv) Limitations on Exercise. The purchase right represented by this Warrant and by all other Series Warrants, if any, collectively (a) may be exercised, in whole or in part, by the holders of Series Warrants representing at least a majority of the shares of the Company’s capital stock underlying all then outstanding Series Warrants (it being understood that the Series Warrants may be exercised with respect to less than a majority of the shares of the Company’s capital stock underlying all then outstanding Series Warrants and there shall be no minimum number of such shares that must be acquired upon the exercise of this Warrant or any other Series Warrants, if any), and (b) may not be exercised on more than one occasion. In the event of any partial exercise of this Warrant, or in the event that any other Series Warrant is exercised, in whole or in part, without the substantially concurrent exercise of this Warrant, then this Warrant shall immediately terminate and be of no further force or effect as to the unexercised portion thereof. In no event may this Warrant be exercised for any fractional Share.

(b) Exercise Following IPO. From and after the day after the IPO, the purchase right represented by this Warrant may be exercised pursuant to this Section 3(b) by (A) compliance with the provisions of Section 3(a)(i) hereof and (B) the payment to the Company, in accordance with Section 3(a)(ii) hereof, of an amount equal to the Exercise Price multiplied by the whole number of Shares then being purchased.

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(c) Exercise Relating to Change of Control.

(i) From and after the later of (i) the consummation of a Change of Control and (ii) the Preferred Redemption Date, the purchase right represented by this Warrant may be exercised pursuant to this Section 3(c) by (A) (1) compliance with the provisions of Section 3(a)(i) hereof and (2) subject to the provisions of Section 3(c)(ii) hereof with respect to any conditional exercise, the payment to the Company, in accordance with Section 3(a)(ii) hereof, of an amount equal to the Exercise Price multiplied by the whole number of Shares then being purchased; or (B) automatic exercise of this Warrant pursuant to the provisions of Section 3(c)(iii) hereof. The Company shall provide at least twenty (20) days’ advance written notice to the Holder of the consummation of any Change of Control.

(ii) In connection with any contemplated Change of Control not yet consummated, the Holder shall have the right to make the effectiveness of its exercise pursuant to this Section 3(c) contingent upon the consummation of such Change of Control and effective immediately prior thereto, provided that the Preferred Redemption Date shall have occurred on or prior to the consummation of such Change of Control. Any such conditional exercise shall in all other respects be binding and irrevocable. In the event of any conditional exercise pursuant to this Section 3(c)(ii), (A) the Company shall provide at least ten (10) business days’ advance written notice to the Holder of the date of consummation of such Change of Control and (B) the Holder shall not be obligated to tender payment of the amount required by Section 3(c)(i) until immediately prior to the consummation of such Change of Control. If (x) such Change of Control is not consummated within ninety (90) days after delivery by the Holder of its notice of conditional exercise (subject to one or more extensions of at least thirty (30) days each, in the sole discretion of the Holder, by written notice to the Company delivered prior to the expiration of such initial or previously extended period, as the case may be, it being understood that such period may be extended beyond the otherwise applicable expiration of the term of this Warrant to the extent provided in Section 2) or (y) such Change of Control is abandoned or the agreement, if any, contemplating such Change of Control is terminated, then such exercise shall thereupon be null and void, and the Company promptly shall return to the Holder the purchase amount to the extent previously tendered by the Holder.

(iii) In the event of the consummation of a Qualified Company Acquisition, if this Warrant is not exercised, in whole or in part, concurrently therewith at the election of the Holder, then this Warrant shall be automatically exercised pursuant to this Section 3(c)(iii), without any action on the part of the Holder, effective immediately prior to the consummation of such Qualified Company Acquisition, upon the terms and subject to the conditions set forth below; provided, however, that the Holder may affirmatively and irrevocably opt out of such automatic exercise by written notice to the Company given not later than three (3) business days prior to the consummation of such Qualified Company Acquisition.

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(1) Upon automatic exercise pursuant to this Section 3(c)(iii), this Warrant shall be converted (without payment by the Holder of any exercise price or any cash or other consideration) into that number of shares of fully paid and nonassessable Applicable Stock as is determined according to the following formula:

X =	Y * (A – B)
	A

Where:	X =	the number of shares of Applicable Stock to be issued to the Holder;
	Y =	the number of shares of Applicable Stock purchasable under this Warrant (at the date of such calculation), being an amount equal to the Warrant Coverage divided by the Floor Price, rounded down to the nearest whole number of shares;
	A =	the fair market value of one share of Applicable Stock (at the date of such calculation); and
	B =	the Floor Price.

No automatic exercise of this Warrant shall occur if the number of shares to be issued determined in accordance with the foregoing formula is not a positive number. No fractional shares shall be issuable upon such conversion, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share. Such conversion shall be effective immediately prior to the consummation of the Qualified Company Acquisition, irrespective of whether this Warrant shall have been surrendered. The Holder agrees to surrender this Warrant promptly thereafter upon the written request of the Company. For all purposes of this Warrant, shares issued pursuant to such conversion shall be treated as if they were issued upon the exercise of this Warrant.

(2) For purposes of this Section 3(c)(iii), the fair market value of a share of Applicable Stock shall mean the value of the consideration to be received per share of Applicable Stock by holders of the Applicable Stock in such Qualified Company Acquisition, being the sum of (x) the amount of any cash plus (y) the value of any equity securities as determined (I) in accordance with the valuation methodology set forth in the definitive agreement with respect to the Qualified Company Acquisition or (II) in the absence of such methodology or such agreement, based on the closing price for such equity security on the trading day immediately preceding the date of consummation of such Qualified Company Acquisition. Promptly following the Qualified Company Acquisition, the Company shall deliver to the Holder a certificate, executed by an authorized officer of the Company, setting forth in reasonable detail the basis for and method of determination of the per share fair market value of the Applicable Stock.

4. Cancellation Option upon Certain Change of Control Transactions. In the event of the consummation of a Change of Control (other than a Qualified Company Acquisition), if this Warrant is not exercised, in whole or in part, concurrently therewith at the election of the Holder, then the Company shall have the right and option (but not the obligation) to cancel this Warrant, effective upon the consummation of such Change of Control, in exchange for the cash consideration, if any, and upon the other terms and subject to the conditions set forth below. If the Company does not exercise its rights under this Section 4, then the Holder shall have the right and option (but not the obligation) to compel the Company to cancel this Warrant, effective upon the consummation of such Change of Control, in exchange for the cash consideration, if any, and upon the other terms and subject to the conditions set forth below.

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(a) Notice of Cancellation. The Company will notify the Holder of its election whether or not to cancel this Warrant in accordance with this Section 4 by written notice to the Holder (the “Company Election Notice”) given not later than five (5) business days prior to the consummation of such Change of Control and not earlier than ten (10) business days prior to such consummation; provided, however, that the Company shall not be permitted to exercise its cancellation option, and shall not be required to deliver the Company Election Notice, to the extent that, prior to delivery of such notice, the Holder shall have initiated a conditional exercise of this Warrant in connection with such Change of Control pursuant to Section 3(c)(ii); and provided further, however, that, if the Company Election Notice indicates that the Company intends to exercise its cancellation rights, the Holder nevertheless shall remain entitled to conditionally exercise this Warrant in connection with such Change of Control pursuant to Section 3(c)(ii) if such exercise is initiated not later than two (2) business days prior to the consummation of such Change of Control, in which event the Company Election Notice shall thereupon be null and void. If the Company Election Notice indicates that the Company does not intend to exercise its cancellation rights, then the Holder may, by written notice to the Company (the “Holder Election Notice”), given not later than two (2) business days prior to the consummation of the Change of Control, direct the Company to cancel this Warrant pursuant to the provisions of this Section 4. Any cancellation of this Warrant pursuant to this Section 4 shall be deemed to be contingent and effective only upon the consummation of the Change of Control, and shall in all other respects be binding and irrevocable. From and after the delivery of a Holder Election Notice by the Holder or, subject to the second proviso of the first sentence of this Section 4(a), from and after the delivery of a Company Election Notice by the Company indicating the Company’s intention to exercise its cancellation rights, and throughout and including the consummation of such Change of Control, the Holder shall not be permitted to exercise this Warrant in connection with such Change of Control. If such Change of Control is abandoned or the agreement, if any, contemplating such Change of Control is terminated, any elections made by the Company or the Holder shall thereupon be null and void.

(b) Consideration. In exchange for the cancellation of this Warrant, the Company shall pay, or cause to be paid, upon the consummation of such Change of Control, an amount in cash (the “Cancellation Price”) equal to the excess, if any, of (i) the aggregate fair market value of the shares of Applicable Stock purchasable under this Warrant (being a number of shares equal to the Warrant Coverage divided by the Floor Price, rounded down to the nearest whole number of Shares) over (ii) the Warrant Coverage. The Cancellation Price shall be paid by wire transfer of immediately available funds to an account designated in writing by the Holder; provided, however, that, if the Holder fails to timely deliver in writing to the Company valid wire transfer instructions and such other information, if any, as may be reasonably necessary for the Company to pay the Cancellation Price to the Holder, then in the event that (A) on the date of consummation of such Change of Control the Company has set aside in trust the full amount of the Cancellation Price for the benefit of the Holder and (B) irrevocable instructions have been given by the Company to the trustee of such trust to pay in full the Cancellation Price to the Holder, then the Company shall be deemed to have satisfied its obligations to pay the Cancellation Price in accordance with this Section 4(b). The Cancellation Price shall be subject to adjustment after the consummation of such Change of Control as provided in Section 4(d).

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(c) Fair Market Value. For purposes of this Section 4, the fair market value of a share of Applicable Stock shall mean the value per share attributable to the Applicable Stock in such Change of Control. Such fair market value shall be determined in good faith by the Company’s Board of Directors, subject to adjustment after the consummation of such Change of Control as provided in Section 4(d). To the extent reasonably practicable, the Company shall afford the Holder a reasonable opportunity prior to the consummation of such Change of Control to consult with the Company in connection with the determination of such fair market value.

(d) Post-Closing Adjustment to Cancellation Price.

(i) Regardless of whether or not the Company elects to exercise the cancellation right under this Section 4, the Company Election Notice delivered to the Holder pursuant to Section 4(a) shall contain a statement, executed by an authorized officer of the Company, setting forth in reasonable detail the basis for and method of determination of the per share fair market value of the Applicable Stock as of the consummation of the Change of Control and the resulting calculation of the Cancellation Price; provided, however, that, if, at the time of delivery of the Company Election Notice, the per share fair market value of the Applicable Stock as of the consummation of the Change of Control is not then fixed or determinable under the terms applicable to the Change of Control, then (A) such statement contained in the Company Election Notice shall reflect the good faith estimate of such amounts by the Company’s Board of Directors and (B) promptly following the consummation of the Change of Control, the Company shall deliver to the Holder an updated statement consistent with the Cancellation Price actually paid or payable upon such consummation (such updated statement, or such initial statement if no updated statement is required to be delivered hereunder, being the “Cancellation Price Statement”). In the event that the Holder objects to the determination set forth in the Cancellation Price Statement, then within ninety (90) days after the later of the consummation of the Change of Control and delivery of the Cancellation Price Statement (the “Response Period”), the Holder shall deliver to the Company a written notice (an “Objection Notice”) describing in reasonable detail the Holder’s objections and setting forth the Holder’s determination of the per share fair market value of the Applicable Stock and the resulting calculation of the Cancellation Price. During the Response Period, the Company shall provide the Holder and its agents and representative with reasonable access to the books and records of the Company and to the management of the Company, together with support for the determination of the valuation contained in the Cancellation Price Statement. If the Holder does not deliver an Objection Notice to the Company during the Response Period, or if the Holder sends express written notice to the Company prior to the end of the Response Period that it accepts the Cancellation Price Statement (an “Acceptance Notice”), then the Company’s determination of the per share fair market value of the Applicable Stock and the resulting calculation of the Cancellation Price shall be binding and conclusive on the parties, and no adjustment to the Cancellation Price shall be made. For avoidance of doubt, the Holder’s receipt and acceptance of the cash consideration paid pursuant to Section 4(b) shall not be deemed a waiver by the Holder of its right to deliver an Objection Notice or an acceptance of the Cancellation Price Statement.

(ii) In the event the Holder delivers to the Company an Objection Notice within the Response Period, the Company and the Holder shall in good faith negotiate to settle the disputed valuation. If no resolution is reached within ten (10) days after delivery of the Objection Notice to the Company, then either party may elect by written notice to the other to

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submit the disputed valuation to an independent appraiser jointly selected by the Company and the Holder (or, if the parties are unable to agree upon a single appraiser within ten (10) days of such election, then each party promptly shall select an appraiser and those two appraisers promptly shall select an independent third appraiser) (such jointly selected appraiser, or such third appraiser, as the case may be, the “Appraiser”). The valuations contained in the Cancellation Price Statement and the Objection Notice shall be the minimum and maximum valuations, respectively and the Appraiser shall be limited to selecting any valuation between and including those amounts, and shall have no authority to determine any other valuation. The Company and the Holder promptly shall provide such information as the Appraiser may reasonably request in connection with its determination. As promptly as practicable after the engagement of the Appraiser, the Company and the Holder may each prepare and submit a presentation to the Appraiser. Each of the Company and the Holder shall use its commercially reasonable efforts to cooperate with the Appraiser and to cause the Appraiser to render its determination within thirty (30) days of its engagement. The Appraiser shall act as an expert and all determinations made by the Appraiser of the valuation (and the resulting calculation of the Cancellation Price) shall, in the absence of manifest error, be final, binding and conclusive on the parties. In the event that the dispute is resolved by a final determination by the Appraiser, the costs and expenses associated with the Appraiser shall be borne by the Holder, if the difference between the Appraiser’s determination of fair market value and the Holder’s determination of fair market value is greater than the difference between the Appraiser’s determination of fair market value and the determination of fair market value contained in the Cancellation Price Statement, and by the Company if the first such difference is less than the second such difference. Otherwise, the Company and the Holder shall each pay fifty percent (50%) of such fees and expenses. The parties agree that the procedure set forth in this Section 4(d) for resolving disputes shall be the sole and exclusive method for resolving any such disputes regarding calculation of the Cancellation Price; provided that this provision shall not prohibit either party from instituting litigation to enforce any ruling of the Appraiser.

(iii) Promptly, and in any event within five (5) business days, after final determination of the Cancellation Price in accordance with Section 4(d)(ii), if such finally determined Cancellation Price exceeds the amount paid as of the consummation of the Change of Control pursuant to Section 4(b), then the Company shall pay such excess amount in cash in the same manner as set forth in Section 4(b). All amounts determined to be payable under this Section 4(d)(iii) shall be deemed to have accrued interest at a rate of 5%, compounded annually, from the date of the consummation of the Change of Control to and including the date such amounts are fully paid in the manner set forth in Section 4(b), together with all accrued interest thereon.

(iv) The Company shall cause any acquirer or surviving entity resulting from the Change of Control to be bound by the Company’s obligations provided pursuant to this Section 4 following the consummation of the Change of Control.

(e) Effect of Cancellation. Any cancellation of this Warrant pursuant to this Section 4 shall be effective upon the consummation of such Change of Control and the payment of the Cancellation Price in accordance with Section 4(b), irrespective of whether this Warrant shall have been surrendered and notwithstanding any subsequent adjustment of the Cancellation Price. The Holder agrees to surrender this Warrant promptly following the consummation of such Change of Control upon the written request of the Company.

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5. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes, liens and charges with respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Applicable Stock to provide for the exercise of the rights represented by this Warrant.

6. Adjustment of Shares and Exercise Price. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Reclassification or Merger. In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another entity (other than a merger with another entity in which the Company is the acquiring and the surviving entity and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing entity, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of this Warrant, and in lieu of the shares of Applicable Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Applicable Stock then purchasable under this Warrant. The provisions of this Section 6(a) shall similarly apply to successive reclassifications, changes, mergers and sales.

(b) Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Applicable Stock, the Floor Price shall be proportionately decreased in the case of a subdivision and the Floor Price shall be proportionately increased in the case of a combination.

(c) Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Applicable Stock payable in Applicable Stock, then the Floor Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Floor Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Applicable Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Applicable Stock outstanding immediately after such dividend or distribution.

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(d) Notice of Adjustments. Whenever number or kind of securities purchasable upon the exercise of this Warrant or the Floor Price shall be adjusted pursuant to this Section 6 hereof, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Floor Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder.

7. Compliance with U.S. Securities Act; Transfers.

(a) Compliance with U.S. Securities Act. The Holder, by acceptance hereof, hereby represents and warrants that: (i) the Holder is acquiring this Warrant and the underlying shares of Applicable Stock for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof; (ii) the Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act and not a registered broker-dealer under Section 15 of the U.S. Securities Exchange Act of 1934, as amended; (iii) the Holder understands and acknowledges that neither this Warrant nor the underlying shares of Applicable Stock has been registered under the U.S. Securities Act or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof; (iv) the Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the underlying shares of Applicable Stock, and has so evaluated the merits and risks of such investment; and (v) the Holder is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. Upon any exercise of this Warrant, the Holder shall confirm in writing as of such date each of the foregoing representations and warranties in respect of the shares of Applicable Stock then being acquired. This Warrant and all shares of Applicable Stock issued upon exercise of this Warrant (unless registered under the U.S. Securities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, UNLESS SUCH OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.”

Said legend shall be removed by the Company, upon the request of the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

(b) Transfers. Except as provided below, this Warrant (and the right to purchase Shares represented hereby) is not detachable from the Stapled Preferred Shares and may only be transferred together with the Stapled Preferred Shares, and the Stapled Preferred Shares may only be transferred together with this Warrant, as more particularly described herein.

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Accordingly, subject in all events to compliance with any and all provisions applicable to the transfer of the Stapled Preferred Shares and this Warrant under applicable federal and state securities laws or as set forth in the applicable Purchase Agreement, the charter or by-laws of the Company, or any other contract or agreement between the Company and the Holder, in each case, as in effect from time to time (subject to any and all waivers thereof or exemptions thereunder granted to date or hereafter granted by the Company in writing), this Warrant may only be transferred, and shall be transferred, in conjunction and proportionally with any transfer of Stapled Preferred Shares to the transferee or transferees thereof. Following the redemption of all Stapled Preferred Shares, subject to compliance with the provisions on transfer (other than non-detachability) recited above, this Warrant may be transferred, in whole or in part, to a Permitted Transferee, provided that, following any such transfer, this Warrant together with all other Series Warrants, if any, are held by a single Person or by an Affiliated Group. For avoidance of doubt, prior to the redemption of all Stapled Preferred Shares, the preceding sentence (including, without limitation, any consent or other requirements contained within the definition of “Qualified Institutional Investor” set forth herein) shall not apply to any transfer of this Warrant. Subject to the foregoing, this Warrant is transferable on the books of the Company at its principal office by the Holder upon surrender of this Warrant properly endorsed. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to the Holder a new Warrant with respect to the portion of the Warrant not so transferred. Any purported transfer of this Warrant in violation of this Section 7 shall be null and void ab initio.

8. Rights as Shareholders; Information. No Holder, as a holder of this Warrant, shall be entitled to vote or receive dividends or be deemed the holder of Applicable Stock or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

9. Representations and Warranties. The Company represents and warrants to the Holder as follows, as of the Warrant Date and as of the date of any purchase of Shares hereunder:

(a) This Warrant has been duly authorized and executed by the Company and constitutes valid and legally binding obligations of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free from all preemptive rights and taxes, liens and charges with respect to the issuance thereof.

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(c) Assuming the accuracy of the representations and warranties of the Holder set forth herein, the issuance of the Applicable Stock upon exercise of this Warrant will be exempt from the registration requirements of the U.S. Securities Act and will have been registered or qualified (or is exempt from registration and qualification) under the registration or qualification requirements of all applicable state securities laws.

10. Miscellaneous.

(a) Notices. Any notice, demand, request, instruction, correspondence, or other document required or permitted to be given hereunder shall be in writing and delivered (i) in person, (ii) by a nationally recognized overnight courier service requiring acknowledgment of receipt of delivery, (iii) by United States or Canadian certified mail, postage prepaid and return receipt requested, or (iv) by facsimile. All communications shall be sent to the Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature page of this Warrant (or at such other addresses as shall be specified by notice given in accordance with this Section 10(a)). Notice shall be deemed given, received, and effective on: (i) if given by personal delivery or courier service, the date of actual receipt by the receiving party, or if delivery is refused on the date delivery was first attempted; (ii) if given by certified mail, the third day after being so mailed if posted with the United States Postal Service or the Canadian Postal Service; and (iii) if given by facsimile, the date on which the facsimile is transmitted if confirmed by transmission report during the transmitter’s normal business hours, or at the beginning of the next business day after transmission if confirmed at any time other than the transmitter’s normal business hours. At such time or times as the Series Warrants are held by an Affiliated Group, notice given to the holders of Series Warrants representing at least a majority of the shares of the Company’s capital stock underlying all then outstanding Series Warrants shall be deemed concurrently given to each other holder of the Series Warrants.

(b) Business Days. Unless the context otherwise requires, references in this Warrant to business days shall mean each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close, and references in this Warrant to the close of business shall relate to normal business hours of the Company.

(c) Currency. Any payment in cash by the Holder to the Company in connection with any exercise of this Warrant, and any payment hereunder by the Company to the Holder, shall be made only in United States dollars. All references herein to “$” or “dollar” shall mean United States dollars.

(d) Binding Effect on Successors. This Warrant shall be binding upon any entity succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company relating to the Applicable Stock issuable upon the exercise or conversion of this Warrant shall survive the exercise, conversion and termination or expiration of this Warrant.

(e) Lost Warrants or Share Certificates. The Company covenants to the Holder that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any certificate evidencing any Shares acquired upon exercise

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hereof and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or certificate, the Company will make and deliver a new Warrant or certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or certificate.

(f) Charges, Taxes and Expenses. Issuance of certificates for Shares of Applicable Stock upon any exercise of this Warrant shall be made without charge to the Holder for any documentary stamp tax or other incidental expense relating to the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax in respect of any transfer involved in the issuance of such certificates in a name other than that of the then current Holder.

(g) Governing Law. This Warrant shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts executed and performable solely in such state.

(h) Survival of Representations, Warranties and Agreements. All representations and warranties of the Company and the Holder contained herein shall survive the Warrant Date, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All agreements of the Company and the Holder contained herein shall survive indefinitely until, by their respective terms, they are no longer operative.

(i) Remedies. In case any one or more of the covenants and agreements contained in this Warrant shall have been breached, the Holder (in the case of a breach by the Company), or the Company (in the case of a breach by the Holder), may proceed to protect and enforce their or its rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Warrant.

(j) Severability. If one or more provisions of this Warrant are held to be unenforceable under or in conflict with applicable laws or regulations of any jurisdiction, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(k) Entire Agreement. This Warrant, together with the applicable Purchase Agreement, constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter.

[Remainder of page intentionally left blank.]

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The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date specified above.

APARTMENT TRUST OF AMERICA, INC.

By:

Name:

Title:

Address:

SIGNATURE PAGE TO NON-DETACHABLE WARRANT TO PURCHASE SHARES OF COMMON STOCK

ISSUED TO [—]

EXHIBIT A

NOTICE OF EXERCISE

To: Apartment Trust of America, Inc. (the “Company”)

1. The undersigned hereby:

¨ elects to purchase             Shares of Applicable Stock of the Company pursuant to Section 3(b) (Exercise Following IPO) of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full by payment of $            in cash;

¨ elects to purchase             Shares of Applicable Stock of the Company pursuant to Section 3(c) (Exercise Relating to Change of Control) of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full by payment of $            in cash and/or by setoff of             Stapled Preferred Shares being concurrently redeemed; or

¨ elects to purchase             Shares of Applicable Stock of the Company pursuant to Section 3(c) (Exercise Relating to Change of Control) of the attached Warrant, such election to be conditional as provided in Section 3(c)(ii) thereof, and agrees to tender payment of the purchase price of such shares in full when due by payment of $            in cash and/or by setoff of             Stapled Preferred Shares being concurrently redeemed.

2. Please issue a certificate or certificates representing the Shares issuable pursuant to the foregoing exercise in the name of the undersigned or in such other name or names as are specified below:

(Name)

(Address)

3. The undersigned hereby represents and warrants that the representations and warranties set forth in Section 7(a) are true and correct with respect to the undersigned relating to the Shares being acquired hereby on and as of the date hereof, as though made on such date.

By:

Name:

Title:

(Date)

EX-10.1

Exhibit 10.1

Execution Copy

MASTER CONTRIBUTION AND RECAPITALIZATION AGREEMENT

BY AND AMONG

APARTMENT TRUST OF AMERICA, INC.,

APARTMENT TRUST OF AMERICA HOLDINGS., L.P.,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,

AND

ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC

AUGUST 3, 2012

TABLE OF CONTENTS

ARTICLE I CONTRIBUTION TRANSACTIONS		3
1.1	Contribution Transactions.	3
1.2	Full Contribution; Alternate Properties; Cash Investment.	3
1.3	No Representations.	5
1.4	Release.	7
1.5	Stock Purchase by ELRH relating to excess Transaction Expenses	8
ARTICLE II CONSIDERATION; APPORTIONMENTS AND OTHER ADJUSTMENTS		9
2.1	Consideration.	9
2.2	Apportionments, etc.	9
ARTICLE III TITLE AND OTHER PROPERTY RELATED MATTERS		14
3.1	Title Matters.	14
3.2	Condemnation.	16
3.3	Casualty.	17
3.4	Excluded Liabilities.	17
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO THE EL PARTIES		18
4.1	Organization; Capacity; Power.	18
4.2	Authorization of Agreements; Enforceability.	18
4.3	Governmental Filings and Authorizations.	19
4.4	Other Third Party Approvals and Consents.	19
4.5	Contravention.	19
4.6	Brokerage Fees.	20
4.7	Litigation.	20
4.8	Solvency.	20
4.9	Foreign Corrupt Practices Act.	20
4.10	Money Laundering Laws.	21
4.11	OFAC.	21
ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO THE CONTRIBUTED ENTITIES AND PROPERTIES		21
5.1	Organization and Authorization; No Conflicts.	21
5.2	Capitalization; Title to Contributed Interests.	22
5.3	Absence of Defaults and Conflicts; Consents and Approvals.	22
5.4	Subsidiaries and Investments.	23

5.5	Absence of Undisclosed Liabilities.	23
5.6	Taxes.	23
5.7	Absence of Certain Changes or Events.	25
5.8	Real Property.	25
5.9	FF&E.	27
5.10	Contracts.	27
5.11	Litigation.	27
5.12	Environmental Matters.	27
5.13	Employees.	28
5.14	Construction Contracts; Mechanics’ Liens.	28
5.15	Loan Documents.	28
5.16	Special Assessments.	28
5.17	Affiliate Transactions.	29
5.18	Patriot Act.	29
5.19	Possession of Licenses and Permits.	30
5.20	Condition of Properties.	30
5.21	Access and Utilities.	31
5.22	Rent-Ready.	31
5.23	Brokerage Fees.	31
5.24	Insurance.	31
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE ATA PARTIES		32
6.1	SEC Reports; Financial Statements.	32
6.2	No Material Adverse Change in Business.	32
6.3	Good Standing of ATA and ATA Holdings.	33
6.4	Good Standing of Subsidiaries.	33
6.5	Capitalization.	34
6.6	Authorization of Agreement; Enforceability.	34
6.7	Absence of Defaults and Conflicts.	35
6.8	Absence of Proceedings.	35
6.9	Accuracy of Descriptions.	36
6.10	Possession of Intellectual Property.	36
6.11	Absence of Further Requirements.	36
6.12	Possession of Licenses and Permits.	37
6.13	Title to Property.	37
6.14	Condition of Properties.	37
6.15	Access and Utilities.	38
6.16	No Condemnation.	38
6.17	Environmental Laws.	38
6.18	Accounting Controls and Disclosure Controls.	39
6.19	Tax Returns and Payment of Taxes.	39
6.20	Insurance.	40
6.21	REIT Qualification.	40

ii

6.22	ERISA.	40
6.23	Absence of Labor Dispute.	40
6.24	Foreign Corrupt Practices Act.	41
6.25	Money Laundering Laws.	41
6.26	OFAC.	41
6.27	Partnership Agreement.	41
6.28	Brokerage Commissions and Finder’s Fees.	42
6.29	No Conflicts or Consents.	42
ARTICLE VII COVENANTS AND OTHER AGREEMENTS		42
7.1	Information and Access.	42
7.2	Conduct of ATA Business Pending the Final Closing.	45
7.3	Interim Operation of the Contributed Properties	48
7.4	Fulfillment of Conditions; Consents; Lender Approvals.	51
7.5	Notice.	53
7.6	Further Assurances.	54
7.7	Publicity; Disclosure.	54
7.8	SEC Compliance.	54
7.9	Tax Protection.	55
7.10	Registration Rights Agreement.	55
7.11	Amendment to ATA Holdings Partnership Agreement.	55
7.12	Name Change.	56
7.13	DRIP Amendment.	56
7.14	Termination of Existing Management Agreement; Release of ELRM	56
7.15	Amendment to ATA Bylaws.	57
ARTICLE VIII TAX MATTERS		57
8.1	Tax Matters	57
8.2	Allocation of Taxes	58
8.3	Cooperation	59
8.4	Tax Returns.	59
8.5	Claims; Tax Proceedings	59
8.6	Certain Tax Elections	60
8.7	Other Treatment.	60
8.8	Other Provisions	60
8.9	Survival	60
ARTICLE IX CLOSINGS		61
9.1	Closings.	61
9.2	Initial Closing deliveries by the ATA Parties.	61
9.3	Initial Closing deliveries by the EL Parties.	63
9.4	Subsequent Closing deliveries by the ATA Parties.	64

iii

9.5	Subsequent Closing deliveries by the EL Parties.	65
ARTICLE X CONDITIONS PRECEDENT		65
10.1	Conditions Precedent to the Obligations of the EL Parties at the Initial Closing.	65
10.2	Conditions Precedent to the Obligations of the ATA Parties at the Initial Closing.	67
10.3	Additional Conditions Precedent to the Obligations of the EL Parties at each Subsequent Closing.	69
10.4	Additional Conditions Precedent to the Obligations of the ATA Parties at each Subsequent Closing.	70
ARTICLE XI TERMINATION		70
11.1	Termination.	70
11.2	Effect of Termination.	71
11.3	Fees and Expenses.	71
ARTICLE XII GENERAL PROVISIONS		73
12.1	Non-Survival of Representations, Warranties, Covenants and Agreements.	73
12.2	Notices.	74
12.3	Severability.	74
12.4	Amendment.	75
12.5	Parties in Interest.	75
12.6	Governing Law; Jurisdiction and Venue.	75
12.7	Waiver of Jury Trial.	76
12.8	Waiver.	76
12.9	Mutual Drafting.	76
12.10	Entire Agreement.	76
12.11	Counterparts.	76
12.12	Section Headings; Interpretation.	77

INDEX OF SCHEDULES
Schedule A:	Contributed Properties and Contributed Property Values and DB Properties and DB Property Values
Schedule B:	Contribution Structure Chart
Schedule C:	Name Use Rights of Contributed Properties
Schedule D:	Title Objections
Schedule 3.1(c):	Title Insurance Commitments
Schedule 4.4:	Consents and Approvals Required for Contribution Transactions
Schedule 5.2:	Ownership of Contributed Entities

iv

Schedule 5.3	EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws
Schedule 5.4:	Subsidiaries of Contributed Entities
Schedule 5.5:	Undisclosed Liabilities
Schedule 5.8(c)(i):	Rent Rolls for Contributed Properties
Schedule 5.8(c)(ii):	Lease Defaults for Contributed Properties
Schedule 5.8(d):	Rights and Options for Contributed Properties
Schedule 5.8(e):	Certain Impairments to Contributed Properties
Schedule 5.8(f):	Certain Tax Matters for Contributed Properties
Schedule 5.9:	Leased FF&E for Contributed Properties
Schedule 5.10:	Non-Terminable Contracts for Contributed Properties
Schedule 5.11:	Litigation for Contributed Properties
Schedule 5.14:	Construction Contracts for Contributed Properties
Schedule 5.15:	Loan Documents for Contributed Properties
Schedule 5.20:	Condition of Properties
Schedule 6.5:	Ownership of ATA Holdings
Schedule 6.29	ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws
Schedule 7.3(b)(vi):	Required Capital Improvements for Contributed Properties
Schedule 7.4(c)(iii)	Properties Subject to a Refinancing
Schedule 9.2(l):	REIT Ownership Limit Waiver Recipients
Schedule 12.12(b)(ii)	Knowledge Parties
Index of Exhibits
Exhibit A-1:	Form of Property Contribution Agreement
Exhibit A-2:	Form of Interest Contribution Agreement
Exhibit B:	Executed Form of DB Contribution Agreement
Exhibit C:	Executed Form of Cash Investment Agreement
Exhibit D:	Form of Loan Indemnification Agreement
Exhibit E:	Form of Audit Inquiry Letter
Exhibit F:	Form of Registration Rights Agreement

v

Exhibit G:	Form of Tax Protection Agreement
Exhibit H:	Form of Third Amendment to Partnership Agreement
Exhibit I-1:	Form of Fourth Articles of Amendment to ATA Charter
Exhibit I-2:	Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership
Exhibit J:	Form of Corporate Governance Agreement
Exhibit K:	Form of Employment Agreement (Olander)
Exhibit L-1:	Form of Employment Agreement (Remppies)
Exhibit L-2	Form of Employment Agreement (Lafon)
Exhibit M:	Form of Employment Agreement (Lubeck)
Exhibit N:	Form of Advisor Termination Agreement
Exhibit O:	Form of Support Services Agreement
Exhibit P:	Form of REIT Ownership Limit Waiver
Exhibit Q:	Form of Opinion of Tax Counsel to ATA Parties
Exhibit R:	Form of Escrow Agreement
Exhibit S	Form of Amendment to ATA Bylaws

vi

MASTER CONTRIBUTION AND RECAPITALIZATION

AGREEMENT

This MASTER CONTRIBUTION AND RECAPITALIZATION AGREEMENT (“Agreement”), dated as of August 3, 2012, is made and entered into by and among Apartment Trust of America, Inc., a Maryland corporation (“ATA”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” and, together with ATA, the “ATA Parties”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL”) and Elco Landmark Residential Management LLC, a Delaware limited liability company (“ELRM” and, together with EL, the “EL Parties”). ATA, ATA Holdings, EL and ELRM are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership. ATA currently is externally managed by ROC REIT Advisors, LLC, a Virginia limited liability company (the “Advisor”).

B. ELRM manages each of the properties identified on Schedule A hereto as a contributed property (each a “Contributed Property” and, together, the “Contributed Properties”). Certain of the Contributed Properties are wholly owned, directly or indirectly, by EL (the “EL Contributed Properties”), and are identified as such on Schedule A. Each of the other Contributed Properties is owned, directly or indirectly, by EL or one or more EL Affiliates together with one or more other Persons (which other Persons may include current or former employees of EL Affiliates, relatives of Joseph Lubeck, and other individual or institutional investors that are not Affiliates of EL or Joseph Lubeck).

C. The Parties desire to provide for the contribution to ATA Holdings, in one or more Closings hereunder, of 100% of each of the Contributed Properties by their respective owners, in each case, either (i) by direct contribution of such Contributed Property pursuant to a Property Contribution Agreement in substantially the form attached hereto as Exhibit A-1 (each a “Property Contribution Agreement” or “Contribution Agreement”) or (ii) by contribution of 100% of the direct equity interests in an entity that wholly owns, directly or indirectly, such Contributed Property (each a “Contributed Entity” and, collectively, the “Contributed Entities” and such direct equity interests, the “Contributed Interests”) pursuant to an Interest Contribution Agreement in substantially the form attached hereto as Exhibit A-2 (each an “Interest Contribution Agreement” or “Contribution Agreement”), in each case, in exchange for consideration consisting of cash, limited partnership interests in ATA Holdings (“OP Units”), capital stock of ATA, or a combination of the foregoing, upon the terms and subject to the conditions set forth below.

D. Concurrently with the execution and delivery of this Agreement, the ATA Parties have entered into an Interest Contribution Agreement with respect to each of the Contributed Entities, which Contribution Agreements have been duly executed and delivered by all applicable parties thereto.

E. Concurrently with the execution and delivery of this Agreement, the ATA Parties have entered into interest contribution agreements with one or more of DeBartolo Development, LLC and its Affiliates (“DeBartolo” or the “Debartolo Contributors”), in the form attached hereto as Exhibit B (the “DB Contribution Agreement”), relating to the contribution to ATA Holdings of the properties owned by DeBartolo and identified on Schedule A (each a “DB Property” and, together, the “DB Properties”) which DB Contribution Agreements have been duly executed and delivered by all applicable parties thereto.

F. The Parties and their Affiliates, as applicable, also have executed and delivered certain other agreements and instruments, as described below, which have been delivered to Goulston & Storrs, P.C. in its capacity as escrow agent (“Escrow Agent”), to be held by Escrow Agent in escrow pending Subsequent Closings (as defined below) in respect of the applicable Contributed Properties pursuant to the terms hereof and to the terms of that certain Escrow Agreement dated as of the date hereof by and between the Parties and the Escrow Agent in the form attached hereto as Exhibit R.

G. DeBartolo also has executed and delivered certain other agreements and instruments, as described below, which have been delivered to Escrow Agent, to be held by Escrow Agent in escrow pending Subsequent Closings in respect of such DB Contributed Properties pursuant to the terms of the DB Contribution Agreements and to the terms of that certain Escrow Agreement dated as of the date hereof by and between the ATA Parties, DeBartolo and the Escrow Agent substantially in the form attached hereto as Exhibit R.

H. The Parties further desire to provide for the termination of the Advisory Agreement between the ATA Parties and the Advisor, and for certain key persons to enter into new employment agreements, pursuant to ATA’s conversion to a self-administered REIT.

I. The Parties further desire to provide for ELRM to continue to manage the Contributed Properties until the Subsequent Closing for such Contributed Property has occurred and, from and after the date of each applicable Subsequent Closing, to furnish certain support services to ATA Property Management LLC with respect to each of the Contributed Properties and DB Properties contributed at such Subsequent Closing pursuant Support Services Agreements substantially in the form attached hereto as Exhibit O (the “Support Services Agreement”).

J. Concurrently with the execution and delivery of this Agreement, the ATA Parties have entered into the Securities Purchase Agreement a copy of which is attached hereto as Exhibit C (the “Cash Investment Agreement”) with the investors named therein relating to the cash investment by such investors in exchange for the securities and other consideration set forth therein. The Cash Investment Agreement provides for the investment contemplated thereby to be consummated simultaneously with the execution and delivery of this Agreement.

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K. Appendix I to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I

CONTRIBUTION TRANSACTIONS

1.1 Contribution Transactions.

(a) Upon the terms and subject to the conditions set forth herein and in the applicable Contribution Agreement, with respect to each of the EL Contributed Properties, EL agrees to contribute, transfer, assign and deliver to ATA Holdings, and ATA Holdings agrees to acquire, accept and receive, either (i) such EL Contributed Property pursuant to a Property Contribution Agreement or (ii) the Contributed Interests with respect to such EL Contributed Property pursuant to an Interest Contribution Agreement, as the case may be, as specified in the Contribution Structure Chart (defined below) with respect such EL Contributed Property.

(b) Upon the terms and subject to the conditions set forth herein and in the applicable Contribution Agreement, with respect to each of the other Contributed Properties, ELRM agrees to cause the applicable EL Affiliates, and all of the other applicable Contributors, to contribute, transfer, assign and deliver to ATA Holdings, and ATA Holdings agrees to acquire, accept and receive, either (i) such Contributed Property pursuant to a Property Contribution Agreement or (ii) the Contributed Interests with respect to such Contributed Property pursuant to an Interest Contribution Agreement, as the case may be, as specified in the Contribution Structure Chart with respect such Contributed Property.

(c) Set forth on Schedule B attached hereto is a chart showing each Contributed Property (the “Contribution Structure Chart”) setting forth (i) whether the contribution is to be structured as a contribution of the Contributed Property or a contribution of Contributed Interests, (ii) the Contributed Entity, in the case of a contribution of Contributed Interests, (iii) the Contributors, (iv) which Contributors, if any, are eligible to receive tax protection and (v) certain other information with respect to the contribution transaction structure.

1.2 Full Contribution; Alternate Properties; Cash Investment.

(a) In the event that, notwithstanding the terms of Section 7.4(a) below, EL fails to cause Full Contribution (as defined below) to occur on or before the Final Closing Outside Date (as defined below) either (i) as a result of a failure to complete a sufficient number

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of Subsequent Closings with respect to the Contributed Properties and/or DB Properties on or prior to the Final Outside Closing Date or (ii) as a result of the fact that one or more Contributed Properties or DB Properties has become an Excluded Property (as defined below) on or prior to the Final Outside Closing Date such that it will be impossible to achieve Full Contribution on or before the Final Closing Outside Date even if Subsequent Closings occur with respect to all of the remaining Contributed Properties and DB Properties, then, in either case, EL shall have the right (but not an obligation), to pursue a cure for such failure to achieve Full Contribution by electing, by written notice to ATA and ATA Holdings on or before the Final Outside Closing Date, in the case of clause (i) above, or within ten (10) Business Days after the date the Contributed Property or DB Property became and Excluded Property, in the case of clause (ii) above, one or more of the following options in its sole discretion:

(i) to offer to contribute to ATA Holdings one or more substitute multifamily residential properties to replace the Excluded Property (an “Alternate Property”), provided that ATA Holdings shall have ten (10) business days to accept or reject, in its reasonable discretion, such Alternate Property and the terms of its contribution, including without limitation the Agreed Share Value (as defined below) related thereto; and/or

(ii) to purchase (or to cause its designated Affiliates who are accredited investors within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended, to purchase) for cash a number of shares of ATA Common Stock (as defined in the Registration Rights Agreement), at a price of $8.15 per share,

such that the aggregate amount of equity to be issued by ATA or ATA Holdings pursuant to clauses (i) and (ii) immediately above, as the case may be, is equal to or greater than (A) the shortfall between the amount of Agreed Share Value required to achieve Full Contribution and the Agreed Share Value of the Contributed Properties and DB Properties that have been contributed to date and that remain to be contributed on or before the Final Closing Outside Date, in the aggregate; provided however, in no event will EL and its Affiliates have the right to purchase shares of ATA Common Stock pursuant to clause (ii) above in an amount that will have a value in excess of $50,000,000 based on the $8.15 per share price.

(b) In the event EL offers to contribute an Alternate Property pursuant to clause (i) above, and ATA Holdings accepts such Alternate Property on the terms offered by EL within ten (10) business days after the date on which EL make such offer in accordance with the requirements of clause (i) above, then the Parties will prepare and enter into a new contribution agreement with respect to the Alternate Property, or the entity(ies) that own the Alternate Property, as the case may be, in substantially the same form as one of the forms of Contribution Agreement attached hereto as Exhibit A-1 or Exhibit A-2 within ten (10) business days after the date of ATA Holdings’ acceptance, and the applicable parties shall execute and deliver all of the other agreements, instruments and other documents delivered hereunder and under the other Transaction Documents with respect to each closing of a Contributed Property, including,

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without limitation the Registration Rights Agreement, the Tax Protection Agreement, and, if applicable, a Loan Indemnification Agreement. Notwithstanding the foregoing, in the event EL has not caused Full Contribution to be achieved within 60 days after the Final Closing Outside Date, including, without limitation, pursuant to its additional cure rights set forth in clause (ii) above, then the provisions of Section 11.3(c) shall apply.

(c) In the event that any Contributed Property becomes an Excluded Property in accordance with the terms of this Agreement, then such Excluded Property shall cease to be a Contributed Property for all purposes hereof (including, without limitation, any representations, warranties, covenants and agreements relating to such Contributed Property), the Schedules to this Agreement (including Schedules A and B hereto) shall be updated accordingly, effective as of the date of this Agreement as if such former Contributed Property had at no time been a Contributed Property hereunder and the Contribution Agreement for such Contributed Property and all of the documents and instruments related thereto automatically shall terminate and shall be returned immediately to EL. In the event any Contributed Property is not is not contributed on or before the Final Closing Outside Date, but does not become an Excluded Property, such Contributed Property shall become a “Deferred Property”. This Section 1.2(c) shall not apply to such Deferred Property and such Deferred Property shall be contributed promptly after the conditions to closing set forth in Article X below with respect to such Deferred Property have been satisfied. Any Contributed Property or DB Property that is excluded from the Transactions pursuant to Sections 3.1(c)(ii), 3.2(a), 7.4(a) or 11.1(c) of this Agreement or in accordance with the DB Contribution Agreement shall be an “Excluded Property”.

1.3 No Representations.

(a) EACH OF THE ATA PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (I) EXCEPT AS SET FORTH HEREIN OR IN ANY CONTRIBUTION AGREEMENT, OR IN ANY EXHIBIT OR SCHEDULE ATTACHED HERETO OR THERETO, OR IN ANY OTHER DOCUMENT REQUIRED HEREIN OR THEREIN (THE “APPLICABLE DOCUMENTS”), THE CONTRIBUTED PROPERTIES AND THE CONTRIBUTED INTERESTS ARE BEING CONTRIBUTED “AS IS, WHERE IS AND WITH ALL FAULTS” AND (II) EXCEPT FOR THE REPRESENTATIONS EXPRESSLY SET FORTH IN THE APPLICABLE DOCUMENTS, NEITHER OF THE ATA PARTIES IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM THE EL PARTIES, THE CONTRIBUTORS, THE RESPECTIVE AFFILIATES OF ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AS TO ANY MATTER, CONCERNING THE CONTRIBUTED PROPERTIES AND THE CONTRIBUTED INTERESTS, OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING WITHOUT LIMITATION, THE COMPLETENESS THEREOF), INCLUDING WITHOUT LIMITATION: (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Contributed Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access,

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landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (ii) the dimensions or lot size of any Contributed Property or the square footage of any of the improvements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, any Contributed Property, or the fitness, suitability, value or adequacy of any Contributed Property for any particular purpose, (iv) the zoning or other legal status of any Contributed Property or the existence of any other public or private restrictions on the use of any Contributed Property, (v) the compliance of any Contributed Property or its operation with any applicable Laws (including, without limitation, the Americans with Disabilities Act of 1990, as amended), (vi) the ability of any of the ATA Parties and their Affiliates to obtain any necessary approvals, licenses or permits from any Governmental Authority for the use or development of any Contributed Property, (vii) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Contributed Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements at any Contributed Property, (ix) the ownership of any Contributed Properties or Contributed Interests or portion thereof, (x) any leases, permits, warranties, service contracts or any other agreements affecting any Contributed Property or the intentions of any party with respect to the negotiation or execution of any lease or contract with respect to any Contributed Property, or (xi) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Contributed Property. Without limiting the generality of the foregoing, each of the ATA Parties expressly acknowledges and agrees that, except as set forth in the Applicable Documents, it is not relying on any representation or warranty of the EL Parties, the Contributors, the respective Affiliates of any of the foregoing, or any of their respective Representatives, whether implied, presumed or expressly provided, arising by virtue of any statute, regulation or common law right or remedy in favor of either of them. In addition, each of the ATA Parties acknowledges and agrees that no property (real, personal or otherwise) owned by any tenant or any other Person is intended to be conveyed hereunder unless said property is described and purported to be conveyed herein.

(b) EACH OF THE ATA PARTIES ACKNOWLEDGES AND AGREES THAT ANY REPORTS OBTAINED BY IT OR ANY OF ITS AFFILIATES ARE THE SOLE RESPONSIBILITY OF ATA HOLDINGS, AND, EXCEPT TO THE EXTENT EXPRESSLY REQUIRED PURSUANT TO THIS AGREEMENT, NONE OF THE EL PARTIES, THE CONTRIBUTORS, THE RESPECTIVE AFFILIATES OF ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS ANY OBLIGATION TO MAKE ANY CHANGES, ALTERATIONS OR REPAIRS TO ANY PROPERTY OR ANY PORTION THEREOF OR TO CURE ANY VIOLATIONS OF LAW OR TO COMPLY WITH THE REQUIREMENTS OF ANY INSURER. EACH OF THE ATA PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ATA HOLDINGS IS SOLELY RESPONSIBLE FOR OBTAINING ANY APPROVAL OR PERMIT NECESSARY FOR ACCEPTANCE BY IT OF ANY CONTRIBUTED PROPERTY OR ANY CONTRIBUTED INTEREST, DIRECTLY OR INDIRECTLY, AND SUBJECT TO APPLICABLE APPORTIONMENTS AS PROVIDED IN SECTION 2.2 HEREOF, FOR ANY REPAIRS OR ALTERATIONS NECESSARY TO OBTAIN THE SAME, ALL AT THE SOLE COST AND EXPENSE OF ATA HOLDINGS.

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(c) This Section 1.3 shall survive the Initial Closing and any Subsequent Closing, or the termination of this Agreement, until the expiration of the applicable statute of limitations.

1.4 Release.

(a) Without limiting the provisions of Section 1.3, each of the ATA Parties, for itself and any of its successors and assigns and their Affiliates, hereby irrevocably and absolutely waives its right to recover from, and forever releases and discharges, and covenants not to file or otherwise pursue any legal action against, any of the EL Parties, the Contributors or their respective Affiliates, any Representative of any of the foregoing, and any of their respective heirs, successors, personal representatives and assigns (each, a “Contributor Party”, and collectively, the “Contributor Parties”) with respect to any and all suits, actions, Proceedings, investigations, demands, Claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, settlement expenses or costs of whatever kind or nature, whether direct or indirect, known or unknown, contingent or otherwise, including, without limitation, attorneys’ and experts’ fees and expenses, and investigation and remediation costs that may arise on account of or in any way be connected with any Contributed Property or Contributed Entity or any portion thereof (collectively, “Covered Claims”), including, without limitation, the physical, environmental and structural condition of any Contributed Property or any Law applicable thereto, or any other matter relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about any of the Contributed Properties; provided, however, that the foregoing shall not operate to waive any rights to recover from, or to release or discharge or covenant not to bring any action against any Contributor Party (i) for any act of that Contributor Party that constitutes fraud or (ii) in respect of any Covered Claims arising under any of the Transaction Documents. In addition, each of the ATA Parties and its successors and assigns does hereby covenant and agree to, and where applicable hereby do, release, defend, indemnify and hold harmless each of the Contributor Parties and their respective Affiliates from and against any future Covered Claims to the extent relating to any Hazardous Materials that may be placed, located or released on or at any Contributed Property from and after the Initial Closing. The obligation of the ATA Parties set forth in the immediately preceding sentence will not require either of the ATA Parties, or its successors or assigns, to indemnify or defend any Contributor Party from any Covered Claims arising out of or related to any Proceeding commenced against any Contributor Party to the extent, if any, that such Proceeding seeks recovery for harm suffered due to Hazardous Materials contaminating or otherwise adversely affecting or migrating from any Contributed Property on or before the Initial Closing.

(b) In connection with this Section 1.4, each of the ATA Parties expressly waives the benefits of any provision or principle of federal or state Law that may limit the scope or effect of the foregoing waiver and release.

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(c) This Section 1.4 shall survive the Initial Closing until the expiration of the applicable statute of limitations.

1.5 Stock Purchases by ELRH Relating to Excess Transaction Expenses and Andros Cash Payment Obligation.

(a) At the Initial Closing, ATA shall issue and sell to EL, and EL shall purchase from ATA, for cash, a number of shares of ATA Common Stock (the “Excess Expense Shares”), at a price of $8.15 per share, for an aggregate purchase price to be agreed upon by the Parties at the Initial Closing. The cash from this purchase shall be used by ATA solely for the payment (or reimbursement, as applicable) of transaction fees, costs and expenses payable by ATA hereunder.

(b) In the event all of the conditions to closing the transactions under that certain Interest Contribution Agreement (the “Andros ICA”) dated as of the date hereof by and among Debartolo, the ATA Parties and DK Gateway Andros II, LLC with respect to a certain property commonly known as “Andros Isles Apartments” have been satisfied or waived under the terms of the Andros ICA, other than the obligation of ATA Holdings to pay all or any portion of the cash portion of the Agreed Contribution Value described in the Andros ICA (the “Andros Cash Payment Obligation”), then ATA shall issue and sell to EL, and EL shall purchase from ATA, for cash, for an aggregate purchase price equal to the unpaid amount of the Andros Cash Payment Obligation, the securities set forth below (the “Andros Cash Payment Obligation Securities”), upon the terms and conditions set forth below. The cash from this purchase shall be used by ATA solely for the payment of the Andros Cash Payment Obligation. In the event a closing of the purchase and sale of the Andros Cash Payment Obligation Securities occurs, ATA shall pay EL a purchase fee equal to one percent (1%) of the Andros Cash Payment Obligation. The Andros Cash Payment Obligation Securities shall consist of shares of ATA Common Stock to be purchased at a price of $8.15 per share; provided, however, that EL shall have the option, in its sole discretion, to purchase shares of a series of ATA’s preferred stock to be newly designated at that time (the “Series C Preferred Stock”), at a price of $10.00 per share (such series to consist of only such number of authorized shares as are required to be issued pursuant to this Section 1.5(b), and to have terms that are pari passu with and otherwise substantially similar to ATA’s 9.75% Series B Cumulative Non-Convertible Preferred Stock), together with warrants to purchase ATA Common Stock with aggregate warrant coverage equal to the aggregate purchase price of such shares of Series C Preferred Stock and substantially in the form of the warrants being issued on the Initial Closing Date pursuant to the Cash Investment Agreement. The parties acknowledge that any issuance of shares of Series C Preferred Stock (and attached warrants) shall be subject to any preemptive rights set forth in the Cash Investment Agreement. In the event that any of EL and its Affiliates purchases shares of Series C Preferred Stock and attached warrants pursuant to this Section 1.5(b), then, to the extent permitted by the Charter (as defined below), ATA shall deliver a duly executed REIT ownership limit waiver certificate in substantially similar form as the REIT Ownership Limit Waiver to Elco North America, Inc. (“Elco NA”), for the benefit of Elco NA and all of the entities in which Elco NA directly or indirectly owns 100% of the equity interests (collectively and together with Elco NA, the “Elco

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Group”), effective upon such purchase, (1) granting an exemption from the aggregate stock ownership limit established under the Charter allowing the Elco Group to Beneficially Own (as defined in the Charter) or Constructively Own (as defined in the Charter) 100% of the Series C Preferred Stock and (2) affirming the prior grant of an exemption from the aggregate stock ownership limit and the ATA Common Stock ownership limit established under the Charter allowing the Elco Group to Beneficially Own or Constructively Own no more than 20% of the ATA Common Stock (and expressly including the shares of ATA Common Stock issuable under the warrants under such grant). The grant of any such REIT ownership limit waiver certificate shall be subject to a determination by the board of directors of ATA that such waiver would not adversely affect ATA’s ability to qualify as a REIT.

(c) EL shall have the right to designate one or more of its Affiliates who are accredited investors within the meaning of Regulation D promulgated under 1933 Act to purchase any or all of the Excess Expense Shares and/or the Andros Cash Payment Obligation Securities; provided, however, that no such designation shall relieve EL of its obligations under this Section 1.5. For avoidance of doubt, the provisions of this Section 1.5 and the issuance and sale of the Excess Expense Shares and/or the Andros Cash Payment Obligation Securities, as applicable, pursuant hereto shall be separate from, and shall neither be credited toward nor limit the purchase of any shares of ATA Common Stock pursuant to, the provisions of Section 1.2(a).

ARTICLE II

CONSIDERATION; APPORTIONMENTS AND OTHER

ADJUSTMENTS

2.1 Consideration.

Upon the terms and subject to the conditions set forth herein and in the applicable Contribution Agreement, with respect to each Contributed Property, ATA Holdings agrees to pay, pursuant to such Contribution Agreement, aggregate consideration equal to the “Agreed Share Value” set forth on Schedule A hereto with respect to such Contributed Property, as adjusted pursuant to the provisions of this Article II, Article III or both Article II and Article III, as applicable. Without limiting the terms of hereof, in the event Schedule A hereto has not been adjusted to reflect the apportionments described in Section 2.2 below and as set forth on the Settlement Statements, the parties agree to update Schedule A hereto accordingly and to replace the same by written amendment to this Agreement promptly after the parties have agreed upon the Settlement Statements. The form and manner of payment of such aggregate purchase consideration shall be as provided in such Contribution Agreement.

2.2 Apportionments, etc.

The Parties agree that, at and as of the date of the Initial Closing, all normal and customarily proratable items, including, without limitation, real estate taxes, personal property taxes, utility bills (except as hereinafter provided), invoiced rents and other income, and operating contract payments shall be prorated with respect to each Contributed Property as of the date of the Initial Closing, with Contributor being charged and credited for all of the same

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relating to the period up to the date of the Initial Closing and ATA Holdings being charged and credited for all of the same relating to the period on and after the date of the Initial Closing. All apportionments hereunder shall be settled in OP Units or as otherwise agreed by the Parties as set forth in the Settlement Statements to be delivered at the applicable Subsequent Closing.

(a) To the extent not covered by any tax escrows held by the applicable Contributed Entity or the Lender, all real estate taxes, and items of income and expense with respect to each Contributed Property shall be prorated between the Contributor and ATA Holdings based upon amounts due and payable, on an accrual basis, in the calendar year in which the Initial Closing occurs except as set forth below. All prorations of real estate taxes shall be based upon the most recent available full year’s tax bills, and, if applicable, subject to re-proration when the actual tax bill for the applicable fiscal tax year in which the Initial Closing occurs is received. All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by the Lender in connection with the Loan with respect to such Contributed Property and those held by the Contributors shall follow the Contributed Property and shall be prorated in the manner set forth on the Settlement Statements (as defined below).

(b) Invoiced rents and other charges, other than for tenants who owe Delinquent Amounts (as hereinafter defined), shall be prorated. Prepaid rents and other charges shall be credited to ATA Holdings. Without limiting the foregoing, rent and all other sums which are due and payable to the Contributed Entity by any tenant, whether or not collected as of the Initial Closing shall be adjusted, but ATA Holdings shall not be required to cause the rent and other sums for the period prior to Initial Closing to be remitted to the Contributor if, as, and when collected. At the Initial Closing, ELRM shall deliver to ATA Holdings a schedule of all rent, charges and other amounts payable by tenants after the Initial Closing with respect to which the Contributors are entitled to receive a share under this Agreement, and any amount due and owing to the Contributed Entity before the Initial Closing by tenants under the leases which are unpaid on the date of the Initial Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by the Contributed Entity from tenants shall first be applied toward ATA Holding’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to the Purchaser for periods after the Initial Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by ATA Holdings from tenants who owe Delinquent Amounts during the month in which the Initial Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Initial Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. ATA Holdings may not waive any Delinquent Amounts or modify a lease so as to reduce amounts or charges owed under leases for any period in which the Contributors are entitled to receive a share of charges or amounts, without first obtaining the written consent of the Contributors. If a Delinquent Amount due the Contributors is not paid by a tenant within the later of (i) sixty (60) days after the Closing or (ii) sixty (60) days after billing therefor, the Contributors shall have the right to attempt to effect collection by litigation or otherwise so long as the Contributors do not

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take any action which would affect such tenant’s right to occupy its leased premises or terminate its Lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Contributed Property as of the date of Initial Closing, the Contributors shall retain all rights relating thereto.

(c) To the extent security deposits, pet deposits or other deposits paid by tenants under Leases are held in the name of the Contributed Entity, such deposits shall continue to be held by the Contributed Entity so as to be available to the Contributed Entity after the Initial Closing, or if such deposits are held by ELRM, all such deposits shall be transferred to the applicable Contributed Entity prior to the applicable Closing for such Contributed Property. There shall be no apportionment or proration of any insurance premiums or costs or expenses related to the employment of any Persons at the Contributed Property.

(d) The following items shall also be prorated between the Contributors and ATA Holdings as of the Initial Closing:

(i) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective leases unless final meter readings and final invoices can be obtained. To the extent practicable, ELRM shall cause meters for utilities to be read not more than one (1) day prior to the date of the Initial Closing.

(ii) Assignable license and permit fees paid on an annual or other periodic basis.

(iii) Prepaid interest or other payments paid to a lender under the applicable loan assumed or transferred as part of the Transaction.

(iv) Cash then being held in the Contributed Entity (other than security deposits, as provided in Section 2.2(c) above) shall be prorated as of the Initial Closing and, notwithstanding the terms of Section 2.2(g) below, the applicable prorated amount remaining at the Contributed Property shall be distributed to the Contributors immediately prior to the Subsequent Closing for such Contributed Property.

(v) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by the Contributed Entity under the leases).

(e) For purposed hereof, unless such Contributed Property becomes an Excluded Property or this Agreement terminates, ATA Holdings shall be deemed to be the owner of the Contributed Entity and, therefore, entitled to the income from the Contributed Property and responsible for the expenses of the Contributed Property for the entire day upon which the Initial Closing occurs. All such prorations shall be made on the basis of the actual number of

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days of the month which shall have elapsed as of the day of the Initial Closing. To the extent information necessary to make such prorations is not available at the Initial Closing or is determined to be inaccurate or incomplete after the Initial Closing, the amount of such prorations shall be subject to adjustment in OP Units promptly after complete and accurate information becomes available and in all events prior to the applicable Subsequent Closing, to be effective as of the Initial Closing. All prorations shall otherwise be final. The Contributor and ATA Holdings agree to cooperate and use their best efforts to make such adjustments prior to the Subsequent Closing with respect to such Contributed Property and with respect to tax prorations, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Initial Closing occurs. Except as set forth in this Section 2.2, all items of income and expense for the period prior to the Initial Closing will be for the account of the Contributor and all items of income and expense for the period on and after the Initial Closing will be for the account of ATA Holdings, all as determined by the accrual method of accounting. Bills received after the Initial Closing which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Initial Closing shall be paid by the Contributors.

(f) Amounts on deposit with utility companies shall be credited to the Contributors. The Contributors shall, from and after the Initial Closing, at the Contributors’ sole cost and expense, have control over any ongoing tax appeals as to the Contributed Property that were commenced prior to the Initial Closing and that pertain solely to the periods that the Contributors owned the Contributed Entity. The Contributors shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. The Contributors shall keep ATA Holdings informed as to any such appeals and to the extent that ongoing tax appeals pertain to periods that include any period after the Initial Closing or which are reasonably expected to result in higher tax assessment or payment, ATA Holdings shall be entitled to join in such appeal and/or pursue its own appeal, at ATA Holding’s expense, from and after the date of the Initial Closing.

(g) Without limiting the terms of Section 2.2(d)(iv) above or Section 7.3(c) below, the Parties acknowledge and agree that, from and after the Initial Closing until immediately prior to the applicable Subsequent Closing, as provided in clause (ii) below, (i) no Contributed Entity shall declare, pay or otherwise make provision for any dividends or distributions (excluding payment of the management fee to ELRM) and (ii) immediately prior to the applicable Subsequent Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to such Contributed Entity or Contributed Property, as provided herein, the Contributed Entity shall distribute to each Contributor receiving OP Units an amount equal to the amount such Contributor would have been paid as a distribution on account of the OP Units it will receive at the applicable Subsequent Closing had such OP Units been issued and sold to such Contributor at the Initial Closing.

(h) Notwithstanding the terms of the Existing Management Agreement or anything to the contrary contained herein, from and after the date hereof, until the applicable Subsequent Closing, ELRM shall be paid a management fee equal to three percent (3%) of the gross receipts from the operation of the applicable Contributed Property. Except as set forth in this Section 2.2(h), all of the other terms and conditions of the Existing Management Agreement are hereby ratified and confirmed and remain in full force and effect.

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(i) The parties hereto acknowledge and agree that the gross fair market value of the property treated as personal property under the Code is equal to the tax basis in such personal property and at the Subsequent Closing for each Contributed Property, the parties will reasonably agree on a fair market value allocation of value between the land and the building(s).

(j) The provisions of this Section 2.2 shall survive the Initial Closing.

2.3 Grubb & Ellis/Mission Litigation Make Whole.

(a) In addition to (i) the OP Units or shares of stock of ATA issuable to each of the Contributing Parties at each Subsequent Closing, (ii) LTIP units issued under any employment agreement to any employee, and (iii) any shares of common stock of ATA issued (or issuable) to a Warrant holder upon exercise of its Warrant (as defined below), each such holder of such units, shares or Warrants (each, a “Make-Whole Rightholder”) will be issued a contingent value right (a “Right”) in accordance with Section 2.3(b). If, prior to or as a result of the IPO, any payment shall be due to Grubb & Ellis on account of its special limited partner interest in ATA Holdings (a “G&E Payment”), or if, prior to the IPO, a monetary award has been assessed against any of the ATA Parties or any of its direct or indirect subsidiaries by a final non-appealable judgment in the litigation with Mission Residential, LLC and Mission Trust Services, LLC (a “Mission Award”), the Right will entitle each such security holder to receive in accordance with Section 2.3(b), without additional charge, such Party’s proportionate share (based on the number of such Party’s shares of common stock, OP Units or LTIP units relative to all shares issued in connection with this Agreement or the employment agreements and the number of shares of stock of ATA issued to Warrant holders upon exercise of Warrants in accordance with Section 2.3(b)) of a so-called “Make-Whole Pool” of shares of ATA common stock, OP Units or additional LTIP units (at the election of each receiving Party). The aggregate number of shares of ATA Common Stock, OP Units or LTIP units in the Make-Whole Pool will equal the following:

Z minus 42.24 million

Where:

X= the aggregate amount of any G&E Payment and any Mission Award less a $250,000 deductible.

Y = 180.04 million/(343.46 million – X)

Z = (20.05 million/(1-Y))

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Notwithstanding anything to the contrary in the foregoing, any fractional shares of ATA common stock, OP Units or LTIP units issuable to a Party pursuant to the foregoing shall not be issued and shall be deemed forfeited.

(b) The Right shall be exercisable as follows:

In the event of a G&E Payment becoming due or a Mission Award being assessed (as described in Section 2.3(a)), ATA shall calculate and deliver written notice of the aggregate number of securities in the Make-Whole Pool to each Make-Whole Rightholder not later than ten (10) days following such G&E Payment becoming due or such Mission Award being assessed, as applicable. Each Make-Whole Rightholder that desires to participate in the Make-Whole Pool shall notify ATA that such Make-Whole Rightholder desires to exercise its Right not later than fifteen (15) days following the later of (A) the consummation of the IPO and (B) the date on which ATA delivers the notice of the Make-Whole Pool calculation to such Make-Whole Rightholder (such later date, the “Right Expiration Date”); provided that, in the case of a Make-Whole Rightholder that wishes to exercise a Right in connection with any shares issuable upon the exercise of a Warrant, the Right may only be exercised by such Make-Whole Rightholder with respect to such Warrant if such Make-Whole Rightholder provides notice of exercise of such Warrant to ATA no later than the Right Expiration Date. Any Make-Whole Rightholder that fails to provide a notice of exercise of its Right pursuant to this Section 2.3(b) shall be deemed to have irrevocably waived its Right.

ARTICLE III

TITLE AND OTHER PROPERTY RELATED MATTERS

3.1 Title Matters.

(a) Delivery of Title Commitments. With respect to each Contributed Property, (i) the ATA Parties have obtained, at their sole cost and expense, a current commitment for an ALTA extended owner’s policy from the Title Company with respect to all of the Real Property and/or such endorsements or updates to the existing owner’s policies as the ATA Parties may desire and (ii) to the extent the Loan is not being paid off or refinanced at the applicable Closing, and is required by the Lender in connection with Lender Approval, then the ATA parties shall obtain a commitment to endorse the existing mortgagee policy for the Loan from the title insurance company that issued such mortgagee policy, together with complete and legible copies of all instruments and documents referred to therein as exceptions to title (collectively, the “Title Commitments”).

(b) Survey. With respect to each Contributed Property, the ATA Parties shall, if they elect to do so, order, at their sole cost and expense, a current as built ALTA/ACSM survey with respect to all of the Real Property or such updates and/or recertifications to the existing survey as the ATA Parties may desire (the “Survey”), by a licensed surveyor in the jurisdiction in which such Real Property is located, and certified to the ATA Parties, the Property Owner, the Contributed Entity, if any, the Title Company and the Lender. ELRM shall deliver to the ATA Parties and/or the surveyor such documents, affidavits, or certifications as may be

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reasonably requested in order to issue the Survey or in order to bring forward the date of any survey exception in the Title Commitment without issuing the Survey (provided no construction has taken place since the date of any prior survey).

(c) Permitted Exceptions. With respect to each Contributed Property:

(i) The Title Commitments are listed on Schedule 3.1(c) attached to this Agreement and all of the exceptions to coverage shown thereon shall be deemed Permitted Encumbrances; provided, however, the Parties agree to use good faith efforts to cause the Title Company to remove the objections to title set forth on Schedule D attached to this Agreement. The provisions of this Section 3.1(c)(i) shall survive the Initial Closing.

(ii) To the extent that ATA Holdings or ELRM obtains a new title commitment in connection with an Alternate Property, and such new title commitment contains any exception to coverage that (x) is not otherwise included in subsections (b), (c), (d) and (f) of the definition of Permitted Encumbrances and (y) would reasonably be expected to have a Property Material Adverse Effect (a “Post-Policy Exception”), then ATA Holdings, in its sole discretion, may object to such Post-Policy Exception by giving notice thereof to ELRM in writing, within ten (10) Business Days of receipt of such new title commitment (the “Objection Notice”). Any Post-Policy Exceptions to which ATA Holdings does not timely object in the Objection Notice shall be deemed Permitted Encumbrances. ELRM shall not be required to satisfy any objections set forth in any Objection Notice, nor shall ELRM be required to incur any cost or expense to do so; provided, however, that if the Objection Notice is timely delivered to ELRM and ELRM intends to remove or cure any title defects or objections raised therein, ELRM shall deliver written notice (the “Title Response”) to ATA Holdings within ten (10) Business Days after receipt of such Objection Notice identifying the Post-Policy Exceptions that ELRM intends to remove or cure (it being acknowledged that the delivery or failure to deliver a Title Response shall not constitute an admission by the EL Parties as to whether or not any such exception constitutes a Post-Policy Exception as defined above). If ELRM fails to timely deliver the Title Response, or in its Title Response fails to commit to remove or cure any particular Post-Policy Exception raised in such Objection Notice or cause the Title Company to affirmatively insure over any such Post-Policy Exception, then such failure shall constitute ELRM’s notice that it will not cure or remove such Post-Policy Exception. ATA Holdings shall have the right to elect by written notice to ELRM, on or before five (5) Business Days after receipt of the Title Response (or, if no Title Response is given, five (5) Business Days after expiration of the period for delivery thereof), to either (A) waive the objections that ELRM has not committed to remove or cure and accept such title as the Property Owner is able to convey, in which event the matters objected to shall become Permitted Exceptions; or (B) exclude such Alternate Property from the Transactions by notifying ELRM in writing, whereupon (i) such Alternate Property shall be an Excluded Property and (ii) the applicable Contribution Agreement, if any, shall terminate automatically without the need for further action by any party thereto. The failure of ATA Holdings to timely deliver such a waiver or exclusion notice shall constitute ATA Holdings’ election to waive the objection as described in Subsection 3.1(c)(ii)(A) above.

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(d) Additional Exception. With respect to each Contributed Property, except for new Leases entered into after the date hereof in accordance with the requirements of this Agreement, the Property Owner shall be expressly prohibited from further encumbering the Property from and after the date hereof in any manner that would reasonably be expected to have a Property Material Adverse Effect without the prior written consent of the ATA Parties, which consent shall not be unreasonably withheld, conditioned or delayed (the “Additional Exception”), unless such Additional Exception shall be released of record prior to the applicable Closing.

(e) Alternate Properties. In the event any Alternate Property becomes a Contributed Property pursuant to this Agreement, ELRM shall promptly provide copies to ATA Holdings of the existing title insurance policies and surveys for such Alternate Property, to the extent not previously provided. The provisions of this Section 3.1 shall thereafter apply to such Alternate Property as a Contributed Property.

3.2 Condemnation.

With respect to each Contributed Property:

(a) If prior to the applicable Closing, any portion of the Real Property is taken by eminent domain that involves the taking of a material portion of the Improvements (including the amenities or a material portion of the parking), or a taking that has the effect of preventing access to the Improvements (a “Material Condemnation”), ELRM shall promptly, but in any event within five (5) Business Days and prior to such Closing, notify the ATA Parties in writing and in reasonable detail of the same (the “Condemnation Notice”). The ATA Parties shall have the right to elect, within fifteen (15) Business Days of receipt of the Condemnation Notice (and the applicable Closing Date shall, if necessary, be extended to give the ATA Parties the benefit of the entire fifteen (15) Business Day period), to exclude such Contributed Property from the Transactions by notifying ELRM in writing, whereupon (i) such Contributed Property shall be deemed an Excluded Property and (ii) the applicable Contribution Agreement, if any, shall terminate automatically without the need for further action by any party thereto.

(b) If prior to the applicable Closing, any portion of the Real Property is taken by eminent domain and either (i) such taking is not a Material Condemnation or (ii) such Contributed Property is not excluded from the Transactions pursuant to Section 3.2(a), then, the obligations of the parties to consummate the Transactions shall not be affected, notwithstanding such condemnation, and there shall be no abatement or reduction in the purchase consideration payable on account thereof except as herein provided. At such Closing, ELRM shall (A) cause the Property Owner to assign, or the Contributed Entity or its Subsidiary to retain, as the case may be, all of its right, title and interest in and to all related condemnation proceeds payable (but not yet paid as of such Closing) and (B) to the extent that any Person (other than the Contributed Entity or any Subsidiary thereof) has received any such condemnation proceeds prior to such Closing, there shall be an abatement in an amount equal to such condemnation proceeds received by each such Person, less the amount of the costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such award. Such abatement shall be effected as a reduction in the aggregate purchase consideration payable on account of such Contributed Property.

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3.3 Casualty.

With respect to each Contributed Property:

(a) If, after the Initial Closing, but prior to the applicable Subsequent Closing, the Property is damaged or destroyed by fire or other casualty (a “Casualty”) for which the cost to restore such damage or destruction to the Property could reasonably be expected to exceed $250,000 (a “Material Casualty”), ELRM shall promptly, but in any event within five (5) Business Days and prior to such Closing, notify the ATA Parties in writing and in reasonable detail of the same (the “Casualty Notice”). Subject to compliance by ELRM with the terms of Section 7.3(b)(i)(D), the obligations of the parties to consummate the Transactions shall not be affected, notwithstanding any Casualty (whether or not a Material Casualty), and there shall be no abatement or reduction in the purchase consideration payable on account thereof except as herein provided. At such Subsequent Closing, ELRM shall (A) cause the Property Owner to assign, or the Contributed Entity or its Subsidiary to retain, as the case may be, all of its right, title and interest in and to all related insurance proceeds payable (but not yet paid as of such Closing) and (B) to the extent that any Person (other than the Contributed Entity or any Subsidiary thereof) has received any such insurance proceeds prior to such Subsequent Closing, there shall be an abatement in an amount equal to such insurance proceeds received by each such Person, less the amount of the costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such proceeds or in repairing such damage or destruction. Such abatement shall be effected as a reduction in the aggregate purchase consideration payable on account of such Contributed Property.

(b) The risk of loss to the Property shall pass to the ATA Parties upon the Initial Closing.

3.4 Excluded Liabilities.

With respect to each Contributed Entity, from and after the Initial Closing:

(a) Subject to the terms and conditions set forth in this Section 3.4, ELRH hereby agrees to indemnify, defend and hold harmless the ATA Parties from and against any and all direct costs, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses but excluding consequential, punitive and indirect damages) arising out of or resulting from any liabilities (other than Disclosed Liabilities) of such Contributed Entity or any of its Subsidiaries, whether direct or indirect, known or unknown, absolute or contingent, arising prior to the Initial Closing, solely to the extent pertaining to the assets or activities, if any, of any of such Contributed Entity and its Subsidiaries, that are not directly or indirectly related to the Property or to any other Contributed Property.

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(b) ELRH shall have no liability in respect of any amounts indemnifiable under this Section 3.4 unless and until the aggregate of all such amounts with respect to such Contributed Entity collectively exceeds $25,000, whereupon ELRH shall be liable for the full amount thereof including the $25,000. In no event shall ELRH be liable pursuant to this Section 3.4 for any amounts with respect to such Contributed Entity in excess of Three Million Dollars ($3,000,000).

(c) This Section 3.4 shall survive the Initial Closing with respect to such Contributed Entity until the expiration of the first anniversary of such Initial Closing and, with respect to any written claim delivered to ELRH within such one year period, until final non-appealable adjudication or settlement thereof, provided litigation is, or adjudication proceedings are, instituted within six (6) months following ELRH’s receipt of such written claim.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING TO

THE EL PARTIES

EL and ELRM each hereby jointly and severally represents and warrants to ATA and ATA Holdings as follows:

4.1 Organization; Capacity; Power.

(a) Each of the EL Parties has provided to ATA and ATA Holdings correct and complete copies of its Organizational Documents as currently in effect;

(b) Each of the EL Parties is duly organized, validly existing and in good standing as a limited liability company under the Laws of the State of Delaware;

(c) Each of the EL Parties is duly qualified, licensed or registered as a foreign limited liability company in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration, except where the failure to be so qualified, licensed or registered would not reasonably be expected to have a material adverse effect on the ability of the EL Parties to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party; and

(d) Each of the EL Parties has full limited liability company power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party.

4.2 Authorization of Agreements; Enforceability.

Each of the EL Parties and their Affiliates has duly authorized the execution and delivery of this Agreement and the other Transaction Agreements to which it is or will be a

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party, the performance of its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party, and the consummation of the Transactions in accordance with all requirements of the Transaction Agreements and applicable to it under its Organizational Documents and applicable Laws. This Agreement, assuming the due authorization, execution and delivery by ATA and ATA Holdings, is the valid and binding obligation of each of the EL Parties, enforceable against it in accordance with its terms, except as enforceability might be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, or limitations on the availability of equitable remedies. Each of the other Transaction Agreements to which the EL Parties or any their Affiliates will be a party, assuming the due authorization, execution and delivery by the parties thereto other than the EL Parties and their Affiliates, will be the valid and binding obligation of the EL Parties and their Affiliates, as applicable, enforceable against each of them in accordance with its terms, except as enforceability might be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, or limitations on the availability of equitable remedies.

4.3 Governmental Filings and Authorizations.

In connection with the execution and delivery by each of the EL Parties or any of their Affiliates of this Agreement and the other Transaction Agreements to which any of them will be a party, or the performance by the EL Parties or any of their Affiliates of any of their obligations under this Agreement and the other Transaction Agreements to which any of them is or will be a party, the EL Parties and their Affiliates are not required (a) to make any Filing with any Governmental Authority, or (b) to obtain any Authorization.

4.4 Other Third Party Approvals and Consents.

Schedule 4.4 hereto contains a description of all authorizations, consents and approvals that are required to be obtained under the Organizational Documents, including but not limited to investor consents, of each EL Party and any Affiliate of the EL Parties as a condition to the closing of any of the Transactions.

4.5 Contravention.

The execution and delivery by the EL Parties and any of their Affiliates of this Agreement and the other Transaction Agreements to which any of them is or will be a party, the performance by the EL Parties or their Affiliates of their respective obligations under this Agreement and the other Transaction Agreements to which any of them is or will be a party, and the consummation of the Transactions, do not and will not:

(a) violate any provision of the Organizational Documents or any EL Party or any Affiliate of the EL Parties; or

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(b) violate any Law, Authorization or Order to which the EL Parties or any of their Affiliates, properties or assets is subject, or give any Governmental Authority or other Person the right to challenge any of the Transactions.

4.6 Brokerage Fees.

Except for (i) the financial advisory fees payable to Evercore Group LLC (“Evercore Partners”) pursuant to an engagement agreement between EL and Evercore Partners, a true and correct copy of which has been provided to ATA and ATA Holdings, (ii) the finders fee payable to Raymond James (“Raymond James”) pursuant to an engagement agreement between EL and Raymond James, a true and correct copy of which has been provided to ATA and ATA Holdings and (iii) the acquisition fees payable to Joseph Lubeck and Elco NA pursuant to a separate side letter agreement, a true and correct copy of which has been provided to ATA and ATA Holdings (collectively, all such fees, the “EL Advisory and Acquisition Fees”), none of the EL Parties or any of their Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees, acquisition fee or other similar fees related to the execution of this Agreement, any of the other Transaction Agreements or the consummation of any of the Transactions.

4.7 Litigation.

No Proceeding or Order is pending (and, to the knowledge of the EL Parties, no Proceeding or Order has been threatened and no facts or circumstances exist that would be reasonably likely to result in any Claim, Proceeding or Order) against or affecting the EL Parties or any of their Affiliates (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Transaction Agreements or the Transactions or (c) that reasonably could be expected to adversely affect (i) the performance by the EL Parties or any of their Affiliates under this Agreement or any other Transaction Agreement to which the EL Parties or any of their Affiliates is or will be a party or (ii) the consummation of any of the Transactions.

4.8 Solvency.

Each of the EL Parties is solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws. The performance by each of the EL Parties of its obligations under this Agreement and the other Transaction Agreements will not render any of the EL Parties insolvent and does not constitute a fraudulent transfer or conveyance under such Laws.

4.9 Foreign Corrupt Practices Act.

Neither the EL Parties nor, to the knowledge of the EL Parties, any director, officer, agent, employee, Affiliate or other person acting on behalf of any of the EL Parties, is aware of or has taken any action, directly or indirectly, that would reasonably be expected to result in a violation by any of such persons of the Foreign Corrupt Practices Act of 1977, as

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amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the EL Parties and, to the knowledge of the EL Parties, their Affiliates have conducted their businesses in compliance in all material respects with the FCPA.

4.10 Money Laundering Laws.

The operations of the EL Parties and their Affiliates are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no Proceeding involving the EL Parties or any of their Affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the EL Parties, threatened in writing.

4.11 OFAC.

None of the EL Parties nor, to the knowledge of the EL Parties, any trustee, officer, agent, employee, Affiliate or person acting on behalf of the EL Parties or any of their Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

ARTICLE V

REPRESENTATIONS AND WARRANTIES RELATING TO

THE CONTRIBUTED ENTITIES AND PROPERTIES

ELRM hereby represents and warrants to ATA and ATA Holdings as follows:

5.1 Organization and Authorization; No Conflicts.

Each Contributed Entity is an entity duly organized, validly existing and in good standing in the state of its organization and is duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect the Contributed Entity’s ability to conduct business in the Ordinary Course. Each Contributed Entity has all requisite power and authority to own, lease and operate the Properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributed Entity, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any

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Transaction Document to be delivered by any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributed Entity, enforceable against such Contributed Entity in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. ELRM has made available to the ATA Parties true and complete copies of the Organizational Documents of each Contributed Entity, as amended and as in effect on the date of this Agreement. No Contributed Entity is in default under or in violation of any provision of its Organizational Documents.

5.2 Capitalization; Title to Contributed Interests.

Schedule 5.2 sets forth the authorized ownership interests of each Contributed Entity and indicates the ownership of all of the issued and outstanding ownership interests of the Contributed Entity. Except for the Transaction Agreements and the Transactions, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributed Entity or any EL Affiliate is a party (or, to ELRM’s knowledge, to which any other holder of any ownership interest in any Contributed Entity is a party) relating to the issuance, sale, purchase or redemption of any ownership interests of any Contributed Entity. All of the outstanding ownership interests of each Contributed Entity are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of each Contributed Entity held by any EL Affiliate (or, to ELRM’s knowledge, by any other Person) are owned free from all Liens. With respect to each Contributed Entity, upon delivery to ATA Holdings on the applicable Closing Date of any and all Contributed Interests as contemplated by this Agreement and the applicable Interest Contribution Agreement, the Contributors that are EL Affiliates (and, to ELRM’s knowledge, the other Contributors) will thereby transfer to ATA Holdings good and marketable title to such Contributed Interests, free and clear of all Liens.

5.3 Absence of Defaults and Conflicts; Consents and Approvals.

(a) Except as set forth on Schedule 5.3, neither the execution and delivery of any Transaction Document by any Contributed Entity, to the extent applicable, nor the consummation of any of the transactions contemplated thereby, nor compliance with or fulfillment of the terms, conditions and provisions thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Contributed Interests or the Property of any Contributed Entity, under (A) any of their respective Organizational Documents (to the extent applicable), (B) any contract to which any of them is a party and which would reasonably be expected to have a Portfolio Material Adverse Effect, (C) any Permits to which any of them is a party or the Contributed Interests or the Property of any Contributed Entity are subject or by which any Contributed Entity is bound and which would reasonably be expected to have a Portfolio Material Adverse Effect, or (D) any Laws affecting any Contributed Entity, the

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Contributed Interests or the Property of any Contributed Entity; or (ii) require the approval, consent, authorization or act of, or the making by any Contributed Entity of any declaration, filing or registration with, any Person.

(b) Schedules 4.4 and 5.3 contain a list of all material consents and approvals required to be obtained in connection with the transactions contemplated by the Transaction Documents.

5.4 Subsidiaries and Investments.

Except as listed on Schedule 5.4 attached hereto, no Contributed Entity has any Subsidiaries nor does it have any investment in any Person. Schedule 5.4 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of all Contributed Entities.

5.5 Absence of Undisclosed Liabilities.

With respect to each Contributed Entity, none of the Contributed Entity and its Subsidiaries has any liabilities, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, other than the following (collectively, “Disclosed Liabilities”): (i) the Loan, (ii) liabilities fully and adequately reflected or reserved against in the balance sheet included in the Contributed Entity Financial Statements (the “Latest Balance Sheet” with respect to the Contributed Entity), (iii) liabilities incurred in the Ordinary Course since the date of the Latest Balance Sheet, none of which, individually or in the aggregate, could reasonably be expected to have a Portfolio Material Adverse Effect, (iv) liabilities to be apportioned at or following the Initial Closing with respect to such Contributed Entity pursuant to the provisions of this Agreement, (v) liabilities between or among any two or more of the Contributed Entities and their Subsidiaries (but not any liability to any entity directly or indirectly owning an interest in any Contributed Entity that is not contributed hereunder), (vi) liabilities of the type addressed by any other representations and warranties of ELRM or any other Person with respect to such Contributed Entity or Contributed Property set forth in this Agreement or in any other Transaction Document, and (vii) liabilities disclosed on Schedule 5.5 or on any other Schedules attached hereto.

5.6 Taxes.

(a)(A) Each Contributed Entity and each of their respective Subsidiaries has complied in all material respects with all Laws relating to Taxes, (B) each Tax Return required to be filed by, or on behalf of, each Contributed Entity and each of their respective Subsidiaries has been timely filed in accordance with applicable Laws (taking into account applicable extensions), (C) all such Tax Returns and the Tax Returns of Elco, Elco Landmark at Creekside Grand, LLC, Landmark at Grand Palms Holdings, LLC and Century Mill Investors, LLC are true, correct and complete in all material respects, and (D) all Taxes due and payable with respect to each such Tax Return of each Contributed Entity and each of their respective

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Subsidiaries (whether or not shown as due on a Tax Return), or otherwise due and payable by, or on behalf of each Contributed Entity and each of their respective Subsidiaries, have been timely paid.

(b) ELRM has provided to the ATA Parties true, correct and complete copies of all Tax Returns filed by Elco, Elco Landmark at Creekside Grand, LLC, Landmark at Grand Palms Holdings, LLC, Century Mill Investors, LLC and each Contributed Entity and each of their Subsidiaries in the last three (3) years. ELRM has provided to the ATA Parties true, correct, and complete copies of all notices of deficiencies, final partnership administrative adjustments, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests, protests, petitions and any other similar documents, notices, and correspondence, in each case, that each Contributed Entity and each of their respective Subsidiaries (or any of their Representatives) has received from, sent to, or entered into with the IRS or other Governmental Authority in the last three (3) years or that relates to any Taxes or Tax Return which is not closed by the applicable statute of limitations. No claim has been made by any Governmental Authority in the last three (3) years that a Contributed Entity or any of its Subsidiaries has not properly reported and/or paid Taxes or filed Tax Returns in a jurisdiction in which a Contributed Entity or any of its Subsidiaries does not file a Tax Return. The first sentence of this paragraph shall not apply to the extent that, immediately before the Effective Date, such Contributed Entity or its Subsidiaries are disregarded entities within the meaning of Treasury Regulation § 301.7701-2(c)(2)(i).

(c) There are no Liens for Taxes on any Contributed Property.

(d) No federal, state, local or foreign Tax audits or other Proceedings are presently in progress or pending or, to ELRM’s knowledge, threatened with regard to any Taxes or Tax Returns of any Contributed Entity or any of their respective Subsidiaries. No private letter ruling, technical advice memorandum, application for a change of any method of accounting, or other similar requests made by, or with respect to any Contributed Entity or any of their respective Subsidiaries, are presently pending with any Governmental Authority.

(e) No Contributed Entity or any of its Subsidiaries has engaged in any transaction that could affect its income Tax liability for any taxable year not closed by the statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation section 301.6011-4 (irrespective of the effective date). This paragraph shall not apply to the extent that, immediately after the Effective Date, such Contributed Entity or its Subsidiaries are disregarded entities within the meaning of Treasury Regulation § 301.7701-2(c)(2)(i).

(f) Each Contributed Entity and each of their respective Subsidiaries has since its formation been treated for federal income tax purposes as either (i) a “disregarded entity” as defined in Treasury Regulations Section 301.7701-3 or (ii) a partnership, and not an association or “publicly traded partnership” taxable as a corporation.

(g) There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which any Contributed Entity or any of their Subsidiaries is subject and no requests for any such waivers or agreements have been made of any Contributed Entity or any of their Subsidiaries.

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(h) No Contributed Entity or any of its Subsidiaries is a party to, nor is bound by, nor has any obligation under, any Tax sharing, Tax protection, Tax reimbursement or similar agreement or arrangement.

(i) No Contributed Entity or any of its Subsidiaries has made an election pursuant to Code section 108(i) (or any similar provision of state or local tax law). This paragraph shall not apply to the extent that, immediately after the Effective Date, such Contributed Entity or its Subsidiaries are disregarded entities within the meaning of Treasury Regulation § 301.7701-2(c)(2)(i).

(j) The Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6).

5.7 Absence of Certain Changes or Events.

With respect to each Contributed Entity, since the date of the Latest Balance Sheet: (i) the Contributed Entity has been operating only in the Ordinary Course; (ii) the Contributed Entity has not (A) sold, leased or disposed of, or subjected to any Lien, any of its tangible or intangible assets, other than the sale, lease or disposition in the Ordinary Course of inventory, FF&E, miscellaneous items of machinery and equipment and assets no longer necessary to the operation of the Property or which have been replaced by similar items, or (B) canceled or released any material debt or claim held by it other than in the Ordinary Course; and (iii) the Contributed Entity has not instituted, settled, agreed to settle any litigation or Proceeding before any Governmental Authority other than in the Ordinary Course, but not in any case involving amounts in excess of Fifty Thousand Dollars ($50,000.00).

5.8 Real Property.

With respect to each Contributed Property:

(a) The Property Owner owns good and marketable fee simple title to the Real Property. At the applicable Closing, the Property shall be free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any real property or hold a leasehold interest in any real property. During the period that ELRM and its Affiliates have been associated with the Property Owner, whether as an owner or as a property manager, the Property Owner has not owned or leased any real property other than the Real Property.

(b) To ELRM’s knowledge, the Property Owner has complied and is in compliance with, and the Property is in compliance with, in all material respects, all Laws applicable to the Real Property. Neither the Property Owner nor, to ELRM’s knowledge, the Contributors, have received from any Governmental Authority written notice (and ELRM has no

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knowledge) of any violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to the applicable Closing.

(c) The Rent Roll set forth in Schedule 5.8(c)(i) attached hereto is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the applicable Closing, the Rent Roll delivered at the Closing will be true, correct and complete in all material respects as of the date set forth thereon. The copies of the Leases delivered to the ATA Parties are true, correct and complete copies in all material respects and, to ELRM’s knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the delinquency report attached hereto or as otherwise set forth on Schedule 5.8(c)(ii). The copies of the Leases and other agreements with the Tenants under the Leases delivered to the ATA Parties pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the ATA Parties, and there are no other leases or tenancy agreements affecting the Real Property.

(d) Except as set forth on Schedule 5.8(d), the Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than ATA Holdings) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Real Property, or the Property Owner’s interest therein.

(e) Except as set forth in Schedule 5.8(e), ELRM has not received written notice, and has no knowledge, of any pending, proposed or threatened (A) change in, or Proceeding for, the rezoning or amendment to the existing zoning of the Real Property or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Real Property or any portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking of any material portion of a Real Property by eminent domain, in each case, that would reasonably be expected to have a material adverse affect on the value of the Real Property.

(f) Except as set forth in Schedule 5.8(f), the Property is not currently benefited by any special tax abatement or categorization. Except as set forth in Schedule 5.8(f), none of the Contributed Entity or, to ELRM’s knowledge, the Contributors, has commenced any Proceedings which are pending for the reduction of the assessed valuation of the Property. ¹

¹  Note to draft: Schedule 5.8(f) to reflect that Creekside Grand’s taxes are being appealed.

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5.9 FF&E.

With respect to each Contributed Property, the Property Owner has not previously assigned or encumbered the FF&E, except for any leased or licensed FF&E as set forth on Schedule 5.9 attached hereto and except in respect of any Loans under the Loan Documents and, except as provided above, such FF&E is (or will be at the applicable Closing) free and clear of all Liens.

5.10 Contracts.

With respect to each Contributed Property:

(a) Except with respect to any Required Capital Improvements which are not completed as of the applicable Closing Date, the only Contracts and amendments thereto that will be in effect on such Closing Date that are not terminable without cause or penalty within sixty (60) days with respect to the Contributed Entity or the Property (the “Non-Terminable Contracts”) are as set forth in Schedule 5.10 (the “Schedule of Non-Terminable Contracts”).

(b) To ELRM’s knowledge, the Property Owner has performed in all material respects all of its obligations under each Contract to which the Property Owner is a party or is subject and none of the Contributors, the Contributed Entity, or the Existing Manager, has given or received written notice, and has no knowledge, of any material default under any of the Contracts.

(c) True, complete and correct copies of the material Contracts have been delivered to the ATA Parties. To ELRM’s knowledge, the Contracts are in full force and effect. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to the ATA Parties.

5.11 Litigation.

Except as disclosed in Schedule 5.11, with respect to each Contributed Property, there is no Proceeding or Order pending or, to ELRM’s knowledge, threatened and, to ELRM’s knowledge, no facts or circumstances exist that would be reasonably likely to result in any Claim, Proceeding or Order, against the Contributed Entity, the Existing Manager or the Property, whether relating to the Transaction Documents or otherwise.

5.12 Environmental Matters.

With respect to each Contributed Property:

(a) ELRM has made available to the ATA Parties copies of all environmental reports or studies prepared by third party consultants for the Property Owner relating to the Property that are in the possession or control of the Contributed Entity. To ELRM’s knowledge, and except for any matters which are disclosed in such reports and studies, no Hazardous Materials exist at the Property, except as permitted under Environmental Laws.

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(b) During the period that ELRM and its Affiliates have been associated with the Property Owner, whether as an owner or as a property manager, neither the Contributed Entity nor the Existing Manager has received any written notice from any Governmental Authority of any pending or, to ELRM’s knowledge, threatened, action or Proceeding arising out of the environmental condition of the Property, Hazardous Materials located on the Property, or any alleged violation of any Environmental Laws.

5.13 Employees.

None of the Contributed Entities has any employees.

5.14 Construction Contracts; Mechanics’ Liens.

With respect to each Contributed Property, except as set forth in Schedule 5.14, at the applicable Closing, except with respect to any Required Capital Improvements which have not been completed, there will be no outstanding Contracts made by the Contributed Entity or the Existing Manager for the construction or repair of any Improvements relating to the Real Property which have not been fully paid for and will not be paid in the Ordinary Course.

5.15 Loan Documents.

With respect to each Contributed Property:

(a) The Loan Documents described in Schedule 5.15 that encumber the Property constitute all of the material loan documents and related instruments in effect with respect to the Loan and have not been modified except as set forth in Schedule 5.15.

(b) To ELRM’s knowledge, the Loan Documents are in full force and effect. Neither the Contributed Entity nor the Existing Manager has received written notice, nor do they have knowledge, of default under any of the Loan Documents. Other than the Indebtedness related to the Loan, neither the Property nor the Contributed Entity is encumbered by any Indebtedness.

(c) As of the date hereof, the outstanding principal balance of the Loan and the amount of escrows or reserves is set forth on Schedule 5.15.

5.16 Special Assessments.

Since January 1, 2012, no Contributed Entity or Existing Manager has received any written notice, nor do they have knowledge, of any existing or pending special assessments affecting any Property by any Governmental Authority, water or sewer authority, drainage district or any other special taxing district or other entity, other than as disclosed herein, and has received no written notice, nor do they have knowledge, of any assessments that may be levied after the applicable Closing by any Governmental Authority.

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5.17 Affiliate Transactions.

With respect to each Contributed Entity, (a) except for the Existing Management Agreement, all Contracts and other intercompany obligations between the Contributed Entity, on the one hand, and any Contributor or, to ELRM’s knowledge, any of the Contributors’ other Affiliates, on the other hand, will be satisfied, repaid, eliminated or cancelled at or prior to the Initial Closing, and (b) except for the Existing Management Agreement and the Organizational Documents of the Contributed Entity, there are no written Contracts between the Contributed Entity and any Contributor or, to ELRM’s knowledge, any of the Contributors’ other Affiliates.

5.18 Patriot Act.

With respect to each Contributed Entity:

(a) Neither the Contributed Entity nor, to ELRM’s knowledge, any of their constituents or affiliates, are in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or, to ELRM’s knowledge, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public La 107 56, the “Patriot Act”).

(b) Neither the Contributed Entity nor, to ELRM’s knowledge, any of their constituents or affiliates, is a “Prohibited Person” which is defined as follows:

(i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person or entity with whom the ATA Parties or the successor or assignee of either is prohibited from dealing or otherwise engaging in any transaction by the Executive Order or the Patriot Act;

(iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and

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(vi) a person or entity who is affiliated with a person or entity listed above.

(c) To ELRM’s knowledge, neither the Contributed Entity, nor the Existing Manager, nor any of their constituents or affiliates, have or will knowingly: (i) conduct any business or engage in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

5.19 Possession of Licenses and Permits.

The Contributed Entities, the Property Owners and their respective Subsidiaries possess such Permits necessary to conduct their business as presently conducted, except where the failure so to possess would not, singly or in the aggregate, result in a Portfolio Material Adverse Effect; the Contributed Entities, the Property Owners and their respective Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Portfolio Material Adverse Effect; all of such Permits are valid and in full force and effect, except where the invalidity of such Permits or the failure of such Permits to be in full force and effect would not, singly or in the aggregate, result in a Portfolio Material Adverse Effect; and none of the Contributed Entities, the Property Owners and their respective Subsidiaries or the EL Parties has received any notice of proceedings relating to the revocation or modification of any such Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Portfolio Material Adverse Effect.

5.20 Condition of Properties.

ELRM has received and reviewed property condition reports on the Real Property with respect to each Contributed Property. Except as otherwise set forth on Schedule 5.20, to ELRM’s knowledge: (i) no Real Property with respect to any Contributed Property is in violation of any applicable building code, zoning ordinance or other law or regulation, except where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the aggregate, have a Portfolio Material Adverse Effect; (ii) none of the Contributed Entities, the Property Owners and their respective Subsidiaries or the EL Parties has received written notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use laws or availability of water affecting the Real Property with respect to any Contributed Property that would, singly or in the aggregate, have a Portfolio Material Adverse Effect; (iii) there does not exist any violation of any declaration of covenants, conditions and restrictions with respect to the Real Property with

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respect to any Contributed Property that would, singly or in the aggregate, have a Portfolio Material Adverse Effect, or any state of facts or circumstances or condition or event that could, with the giving of notice or passage of time, or both, constitute such a violation; and (iv) the Improvements with respect to each Contributed Property are free of any physical, mechanical, structural, design or construction defects that would, singly or in the aggregate, have a Portfolio Material Adverse Effect and the mechanical, electrical and utility systems servicing such Improvements (including, without limitation, all water, electric, sewer, plumbing, heating, ventilation, gas and air conditioning) are in good condition and proper working order, reasonable wear and tear and need for routine repair and maintenance excepted, and are free of defects, except for such failures and defects that would not, singly or in the aggregate, have a Portfolio Material Adverse Effect.

5.21 Access and Utilities.

The Real Property with respect to each of the Contributed Properties has rights of access to public ways and is served by electric, water, sewer, sanitary sewer and storm drain facilities adequate to service such Real Property for its present use.

5.22 Rent-Ready.

No more than one percent (1%) of the units in the Contributed Properties are “off-line” (meaning they cannot be made “rent-ready” with routine maintenance) and at least eighty percent (80%) of the vacant units in the Contributed Properties are in so-called “rent-ready” condition.

Without limiting the terms hereof, none of the representations or warranties with respect to any Contributed Property or Contributed Entity shall survive the Closing with respect to such Contributed Property.

5.23 Brokerage Fees.

Except for the EL Advisory and Acquisition Fees, none of the EL Parties or any of their Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees, acquisition fee or other similar fees related to the execution of this Agreement, any of the other Transaction Agreements or the consummation of any of the Transactions.

5.24 Insurance.

The Contributed Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. ELRM has no reason to believe that any Contributed Entity will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or

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appropriate to conduct its business as now conducted and at a cost that would not result in an Portfolio Material Adverse Effect. No Contributed Entity has been denied any insurance coverage which it has sought or for which it has applied.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

OF THE ATA PARTIES

Except as set forth in the Specified SEC Reports, ATA and ATA Holdings jointly and severally hereby represent and warrant to the EL Parties (for their benefit and for the benefit of the Contributors) that:

6.1 SEC Reports; Financial Statements.

ATA has filed with or furnished to the SEC all reports, schedules, forms, statements and other documents required by the 1933 Act or the 1934 Act or the rules or regulations promulgated thereunder to be filed or furnished by ATA, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, the “SEC Reports”). ATA has delivered or made available to the EL Parties all SEC Reports to the extent the same are not publicly available through the SEC’s EDGAR website. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the 1933 Act or 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the SEC Reports, and none of the SEC Reports (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

The financial statements included in the SEC Reports, together with the related schedules and notes, including without limitation the audited financial statements included in ATA’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Annual Report”), and the unaudited interim financial statements included in ATA’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2012 (the “Quarterly Report”), are accurate in all material respects and present fairly the financial position of ATA and its consolidated Subsidiaries, at the dates indicated; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein.

6.2 No Material Adverse Change in Business.

Since December 31, 2011, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise,

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whether or not arising in the Ordinary Course (an “ATA Material Adverse Effect”), (B) there have been no transactions entered into by ATA or any Subsidiary thereof, other than those in the Ordinary Course, which are material with respect to ATA and each Subsidiary thereof considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by ATA on any class of its shares of capital stock, other than in the Ordinary Course.

6.3 Good Standing of ATA and ATA Holdings.

(a) ATA has been duly organized and is validly existing as a corporation in good standing with the SDAT and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Specified SEC Reports and to enter into and perform its obligations under this Agreement and the other Transaction Agreements; and ATA is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in an ATA Material Adverse Effect. Complete and correct copies of the Organizational Documents of ATA and all amendments thereto have been made available to the EL Parties and no changes thereto will be made other than as contemplated by this Agreement and the other Transaction Agreements.

(b) ATA Holdings has been duly organized and is validly existing as a limited partnership in good standing under the laws of the Commonwealth of Virginia and has the limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Specified SEC Reports and to enter into and perform its obligations under this Agreement and the other Transaction Agreements; and ATA Holdings is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in an ATA Material Adverse Effect. Complete and correct copies of the Organizational Documents of ATA Holdings and all amendments thereto have been made available to the EL Parties and no changes thereto will be other than as contemplated by this Agreement and the other Transaction Agreements.

6.4 Good Standing of Subsidiaries.

The only Subsidiaries of ATA are the entities listed in Exhibit 21.1 to the Annual Report. Each Subsidiary of ATA (i) has been duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the jurisdiction of its organization, (ii) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Specified SEC Reports and (iii) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (iii) where the failure so to qualify or

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to be in good standing would not result in an ATA Material Adverse Effect; all of the issued and outstanding equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by ATA, directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, ATA does not own, directly or indirectly, any shares of stock or any other equity or long term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

6.5 Capitalization.

The authorized, issued and outstanding shares of capital stock of ATA are as set forth in the Annual Report (except for subsequent issuances, if any, pursuant to this Agreement and the other Transaction Agreements or pursuant to reservations, agreements or benefit plans referred to in the Specified SEC Reports. The issued and outstanding shares of capital stock of ATA have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of ATA was issued in violation of any preemptive or other similar rights of any security holder of ATA or any other Person. The issued and outstanding shares of capital stock of ATA have been offered, issued and sold in compliance with all applicable federal, state and foreign securities laws.

Schedule 6.5 sets forth the authorized partnership interests of ATA Holdings and indicates the ownership of all of the issued and outstanding partnership interests of ATA Holdings. Except for the Transaction Agreements and the Transactions, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any of ATA, ATA Holdings and their respective Affiliates is a party (or, to ATA’s knowledge, to which any other holder of any partnership interest in ATA Holdings is a party) relating to the issuance, sale, purchase or redemption of any partnership interests of ATA Holdings. All of the outstanding partnership interests of ATA Holdings are validly issued, fully paid and nonassessable. All of the issued and outstanding partnership interests of ATA Holdings held by any of ATA, ATA Holdings and their respective Affiliates (or, to ATA’s knowledge, by any other Person) are owned free from all Liens. None of the issued and outstanding partnership interests of ATA Holdings was issued in violation of any preemptive or other similar rights of any securityholder of ATA Holdings or any other Person. The issued and outstanding partnership interests of ATA Holdings have been offered, issued and sold in compliance with all applicable federal, state and foreign securities laws.

6.6 Authorization of Agreement; Enforceability.

Each of the ATA Parties and their Affiliates has duly authorized the execution and delivery of this Agreement and the other Transaction Agreements to which it is or will be a party, the performance of its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party, and the consummation of the Transactions in

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accordance with all requirements of the Transaction Agreements and applicable to it under its Organizational Documents and applicable Laws. This Agreement, assuming the due authorization, execution and delivery by the EL Parties, is the valid and binding obligation of each of the ATA Parties, enforceable against it in accordance with its terms, except as enforceability might be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, or limitations on the availability of equitable remedies. Each of the other Transaction Agreements to which the ATA Parties or any their Affiliates will be a party, assuming the due authorization, execution and delivery by the parties thereto other than the ATA Parties and their Affiliates, will be the valid and binding obligation of the ATA Parties and their Affiliates, as applicable, enforceable against each of them in accordance with its terms, except as enforceability might be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, or limitations on the availability of equitable remedies.

6.7 Absence of Defaults and Conflicts.

Neither ATA nor any Subsidiary thereof is in violation of its Organizational Documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which ATA or any Subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of ATA or any Subsidiary thereof is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in an ATA Material Adverse Effect; and the execution, delivery and performance of this Agreement and the other the Transaction Agreements to which ATA or ATA Holdings is or will be a party and the consummation of the transactions contemplated herein and therein and compliance by ATA and ATA Holdings with their respective obligations hereunder and thereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of ATA or any Subsidiary thereof pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in an ATA Material Adverse Effect), nor will such action result in any violation of the provisions of the Organizational Documents of ATA or any Subsidiary thereof or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over ATA or any Subsidiary thereof or any of their assets, properties or operations.

6.8 Absence of Proceedings.

There is no Proceeding now pending, or, to the knowledge of ATA or ATA Holdings, threatened, against or affecting ATA or any Subsidiary thereof, which is required to be disclosed in the SEC Reports which has not been so disclosed, or which might result in an ATA Material Adverse Effect, or which might materially and adversely affect the properties or assets

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thereof or the consummation of the transactions contemplated in this Agreement and the other the Transaction Agreements or the performance by ATA or ATA Holdings of their respective obligations hereunder or thereunder; the aggregate of all pending Proceedings to which ATA or any Subsidiary thereof is a party or of which any of their respective property or assets is the subject which are not described in the Specified SEC Reports, including routine litigation incidental to the business, would not reasonably be expected to result in an ATA Material Adverse Effect.

6.9 Accuracy of Descriptions.

The descriptions in the SEC Reports of affiliate transactions, contracts required to be described therein and other legal documents are true and correct in all material respects, and there are no affiliate transactions, contracts or other documents of a character required to be described in the SEC Reports or to be filed as exhibits to the SEC Reports which are not described or filed as required. All agreements between ATA or any Subsidiary thereof, on the one hand, and any other party expressly referenced in the SEC Reports are legal, valid and binding obligations of ATA or one or more of its Subsidiaries, enforceable against ATA or its Subsidiaries in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

6.10 Possession of Intellectual Property.

ATA and each Subsidiary thereof owns or possesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to conduct its business as described in the Specified SEC Reports, and neither ATA nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of ATA or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in an ATA Material Adverse Effect.

6.11 Absence of Further Requirements.

No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or Governmental Authority is necessary or required for the performance by ATA or ATA Holdings of their respective obligations under this Agreement and other Transaction Agreements to which ATA or ATA Holdings is or will be a party, or the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, except such as have been already obtained or as may be required under Regulation D under the 1933 Act or state securities laws.

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6.12 Possession of Licenses and Permits.

ATA and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business as described in the Specified SEC Reports (collectively, “Governmental Licenses”), except where the failure so to possess would not, singly or in the aggregate, result in an ATA Material Adverse Effect; ATA and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in an ATA Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in an ATA Material Adverse Effect; and neither ATA nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in an ATA Material Adverse Effect.

6.13 Title to Property.

ATA and its Subsidiaries have good and marketable title in fee simple to all real property owned by ATA and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (a) first mortgages on the particular real properties and (b) such as do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by ATA or any of its Subsidiaries; and all of the leases and subleases material to the business of ATA and its Subsidiaries, considered as one enterprise, and under which ATA or any of its Subsidiaries holds properties described in the SEC Reports, are in full force and effect, and neither ATA nor any Subsidiary thereof has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of ATA or any Subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of ATA or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

6.14 Condition of Properties.

ATA, ATA Holdings or their Subsidiaries have received and reviewed property condition reports on all real property owned by ATA, ATA Holdings and their Subsidiaries. Except as otherwise set forth in the Specified SEC Reports, to the ATA Parties’ knowledge: (i) none of the real property owned by ATA, ATA Holdings and their Subsidiaries is in violation of any applicable building code, zoning ordinance or other law or regulation, except where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the aggregate, have an ATA Material Adverse Effect; (ii) none of ATA, ATA Holdings and their Subsidiaries has received written notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use laws or availability of

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water affecting any real property owned by ATA, ATA Holdings and their Subsidiaries that would, singly or in the aggregate, have an ATA Material Adverse Effect; (iii) there does not exist any violation of any declaration of covenants, conditions and restrictions with respect to any real property owned by ATA, ATA Holdings and their Subsidiaries that would, singly or in the aggregate, have an ATA Material Adverse Effect, or any state of facts or circumstances or condition or event that could, with the giving of notice or passage of time, or both, constitute such a violation; and (iv) the developments or improvements comprising any portion of real property owned by ATA, ATA Holdings and their Subsidiaries (the “Developments and Improvements”) are free of any physical, mechanical, structural, design or construction defects that would, singly or in the aggregate, have an ATA Material Adverse Effect and the mechanical, electrical and utility systems servicing the Developments and Improvements (including, without limitation, all water, electric, sewer, plumbing, heating, ventilation, gas and air conditioning) are in good condition and proper working order, reasonable wear and tear and need for routine repair and maintenance excepted, and are free of defects, except for such failures and defects that would not, singly or in the aggregate, have an ATA Material Adverse Effect.

6.15 Access and Utilities.

All of the real property owned by ATA, ATA Holdings and their Subsidiaries has rights of access to public ways and is served by electric, water, sewer, sanitary sewer and storm drain facilities adequate to service real property owned by ATA, ATA Holdings and their Subsidiaries for its use as described in the Specified SEC Reports.

6.16 No Condemnation.

No condemnation or other proceeding has been commenced that has not been completed, and, to ATA’s knowledge, no such proceeding is threatened, with respect to all or any portion of the real property owned by ATA, ATA Holdings and their Subsidiaries or for the relocation away from any such property of any roadway providing access to such property or any portion thereof.

6.17 Environmental Laws.

Except as would not, singly or in the aggregate, result in an ATA Material Adverse Effect, (A) neither ATA nor any of its Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (each, an “Environmental Law” and, collectively, “Environmental Laws”), (B) ATA and its Subsidiaries

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have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against ATA or any of its Subsidiaries and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting ATA or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.

6.18 Accounting Controls and Disclosure Controls.

ATA and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of ATA’s formation, there has been (1) no material weakness in ATA’s internal control over financial reporting (whether or not remediated) and (2) no change in ATA’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, ATA’s internal control over financial reporting. ATA and each of its Subsidiaries maintain disclosure controls and procedures that are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by ATA in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to ATA’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

6.19 Tax Returns and Payment of Taxes.

All United States federal income tax returns of ATA and its Subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken in good faith and as to which adequate reserves have been provided and will be maintained. ATA and its Subsidiaries have filed all other material tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law and has paid all taxes due pursuant to such returns or pursuant to any assessment (including all real estate taxes) received by ATA and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and will be maintained and except for taxes the nonpayment of which would not result in an ATA Material Adverse Effect. All such returns are true, correct and complete in all material respects. The

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charges, accruals and reserves on the books of ATA in respect of any income and tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined. ATA has not engaged in any transaction that could affect its income Tax liability for any taxable year not closed by the statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation section 301.6011-4 (irrespective of the effective date).

6.20 Insurance.

ATA and its Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. ATA has no reason to believe that it or any Subsidiary thereof will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in an ATA Material Adverse Effect. Neither ATA nor any Subsidiary thereof has been denied any insurance coverage which it has sought or for which it has applied.

6.21 REIT Qualification.

Commencing with ATA’s taxable year ending December 31, 2006, ATA has been organized and has operated, and upon consummation of the Transactions will continue to be organized and operated, in a manner so as to qualify as a REIT under Sections 856 through 860 of the Code. The proposed method of operation of ATA as described in the Specified SEC Reports will enable ATA to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable years ending December 31, 2011 and subsequent taxable years.

6.22 ERISA.

The assets of ATA do not constitute, and as of any Closing will not constitute, “plan assets” under the Employee Retirement Income Security Act of 1974, as amended.

6.23 Absence of Labor Dispute.

(A) No labor dispute with the employees of ATA, ATA Holdings or any Subsidiary thereof exists or, to the knowledge of ATA, is imminent, and (B) ATA is not aware of any existing or imminent labor disturbance by the employees of any of its, ATA Holdings’ or any of their Subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in the case of (A) or (B), would result in an ATA Material Adverse Effect.

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6.24 Foreign Corrupt Practices Act.

Neither ATA nor, to the knowledge of ATA, any director, officer, agent, employee, Affiliate or other person acting on behalf of ATA or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by any of such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and ATA and, to the knowledge of ATA, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

6.25 Money Laundering Laws.

The operations of ATA and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving ATA or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of ATA, threatened.

6.26 OFAC.

Neither ATA nor, to the knowledge of ATA, any trustee, officer, agent, employee, Affiliate or person acting on behalf of ATA or any of its Subsidiaries is currently subject to any U.S. sanctions administered by OFAC; and ATA will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

6.27 Partnership Agreement.

The Partnership Agreement has been duly and validly authorized, executed and delivered by ATA, acting on its own behalf and in its capacity as sole general partner of ATA Holdings, and is and at each Closing will be a valid and binding agreement of each of ATA and ATA Holdings, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

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6.28 Brokerage Commissions and Finder’s Fees.

None of ATA, ATA Holdings and their Affiliates has incurred and will not incur any liability for any brokerage fee or commission, finder’s fee, advisory fee or other similar payments in connection with the transactions contemplated by this Agreement and the Transaction Agreements, except for the financial advisor and other fees payable to (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) pursuant to the engagement letter between ATA and BofA Merrill Lynch, a true and correct copy of which has been provided to EL and ELRM, pursuant to which ATA has engaged BofA Merrill Lynch to act as the financial advisor to ATA in connection with the Transactions contemplated hereby and (b) Robert A. Stanger & Associates (“Stanger”) pursuant to an engagement letter among the Special Committee of the ATA Board, ATA and Stanger, a true and correct copy of which has been provided to EL and ELRM (together, all such fees the “ATA Advisory Fees”).

6.29 No Conflicts or Consents.

Except as set forth on Schedule 6.29, neither the execution and delivery of any Transaction Document by any of the ATA Parties, to the extent applicable, nor the consummation of any of the transactions contemplated thereby, nor compliance with or fulfillment of the terms, conditions and provisions thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Property of any of the ATA Parties, under (A) any of their respective Organizational Documents (to the extent applicable), (B) any contract to which any of them is a party and which would reasonably be expected to have an ATA Material Adverse Effect, (C) any Permits to which any of them is a party or the Property of any ATA Party are subject or by which any ATA Party is bound and which would reasonably be expected to have an ATA Material Adverse Effect, or (D) any Laws affecting any ATA Party or the Property of any ATA Party; or (ii) require the approval, consent, authorization or act of, or the making by any ATA Party of any declaration, filing or registration with, any Person, including, without limitation any lender under any loan or financing or any Governmental Authority relating to or affecting any Property of any ATA Party. To ATA’s knowledge, Schedule 6.29 contains a list of all material consents and approvals required to be obtained in connection with the transactions contemplated by the Transaction Documents.

ARTICLE VII

COVENANTS AND OTHER AGREEMENTS

7.1 Information and Access.

(a) Access to Information.

(i) Subject to any confidentiality obligations in existence on the date of this Agreement, prior to the earlier to occur of the Final Closing (as defined below) and the termination of this Agreement and the other Transaction Agreements, each Party hereto and its

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Representatives may make such reasonable investigation of the business, properties and liabilities of the other as such Party may reasonably request. Each Party hereto shall give the other Party and its Representatives reasonable access, on reasonable notice during normal business hours throughout the period prior to the Final Closing to the Books and Records of such Party, as the other Party may reasonably request. Notwithstanding anything in the foregoing to the contrary, the obligations of the EL Parties under this Section 7.1(a)(i) to give the ATA Parties and their Representatives access to the books and records of the EL Parties shall be limited to the business, properties, liabilities and Books and Records of the EL Parties solely to the extent relating to the Contributed Properties and the Alternate Properties, if applicable, with respect to which a Closing has not yet occurred.

(ii) Each Party shall hold, and cause its employees and Representatives to hold, all information and documents received from the other Parties pursuant to this Section 7.1(a) confidential and, if and to the extent the transactions contemplated by this Agreement are not consummated for any reason, shall return to such Parties or destroy all such information and documents and any copies as soon as practicable (including any information held electronically). Between the date hereof and the Final Closing, the EL Parties and their Representatives, on the one hand, and the ATA Parties and their Representatives, on the other, shall not contact or communicate with any employees, directors, investors, lenders and customers of the other Party and its Affiliates in connection with the Transactions without the prior consent of ATA or EL, respectively, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) Property Access.

(i) Each Party hereto and its Representatives, subject to the rights of tenants under any leases, shall have the right and permission from and after the date hereof to enter upon the properties of the other, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies thereof permitted hereunder; provided, however, a Party shall provide reasonable advance notice to the other prior to entry upon any such property so that a Representative of the other Party may have the opportunity to be present during any inspections or studies conducted thereon and shall not unreasonably interfere with the use, occupancy or operation of such property. A Party shall not perform any intrusive testing of any such property without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Specifically, a Party shall have the option to obtain, at its sole cost and expense, any such environmental reports and property condition reports as it may desire, or updates to any such existing reports, for any such property, and to obtain and/or undertake, at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other reports relating to any such property or any aspects thereof. Notwithstanding anything in the foregoing to the contrary, the obligations of the EL Parties under this Section 7.1(b)(i) shall be limited to the Contributed Properties and the Alternate Properties, if applicable, with respect to which a Closing has not yet occurred.

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(ii) With respect to each Contributed Property: (A) the ATA Parties shall indemnify, defend and hold harmless the EL Parties, the applicable Contributors, the Contributed Entity and its Subsidiaries, the Existing Manager and the Property Owner from any damage to the Property caused by the conduct by the ATA Parties of such inspection activities; (B) prior to any entry onto the Property, the ATA Parties shall deliver to ELRM evidence reasonably satisfactory to ELRM that the ATA Parties and all of their respective employees, agents, consultants and contractors entering onto the Property have obtained comprehensive general liability insurance naming ELRM, the applicable Contributors, the Contributed Entity and its Subsidiaries and the Property Owner and their respective agents and mortgagees as additional insureds, with such limits and written on such forms as are reasonably acceptable to ELRM; (C) upon the completion of any inspection or test, the ATA Parties shall promptly restore the Property substantially to its condition prior to such inspection or test; and (D) the ATA Parties shall keep the Property free and clear of any Liens and will indemnify, protect, defend, and hold harmless the EL Parties, the applicable Contributors, the Contributed Entity and its Subsidiaries, the Existing Manager and the Property Owner from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, Liens, losses, damages, costs or expenses which directly result from entry onto the Property by the ATA Parties or their Representatives.

(iii) With respect to each property of the ATA Parties: (A) ELRM shall indemnify, defend and hold harmless the ATA Parties and their Subsidiaries from any damage to such property caused by the conduct by the EL Parties of such inspection activities; (B) prior to any entry onto such property, the EL Parties shall deliver to ATA evidence reasonably satisfactory to ATA that the EL Parties and all of their respective employees, agents, consultants and contractors entering onto such property have obtained comprehensive general liability insurance naming the ATA Parties and their Subsidiaries and their respective agents and mortgagees as additional insureds, with such limits and written on such forms as are reasonably acceptable to ATA; (C) upon the completion of any inspection or test, the EL Parties shall promptly restore such property substantially to its condition prior to such inspection or test; and (D) the EL Parties shall keep such property free and clear of any Liens and will indemnify, protect, defend, and hold harmless the ATA Parties and their Subsidiaries from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, Liens, losses, damages, costs or expenses which directly result from entry onto such property by the EL Parties or their Representatives.

(iv) The indemnities set forth in this Section 7.1(b) shall survive any Closing or termination of this Agreement for the applicable statute of limitations.

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7.2 Conduct of ATA Business Pending the Final Closing.

(a) Ordinary Course. From and after the date hereof, until the earlier of the Final Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by EL in writing, each of ATA and ATA Holdings shall and, where applicable, shall cause its Affiliates to:

(i) operate its business and affairs in the Ordinary Course and maintain its properties and assets in compliance in all material respects with all applicable Laws;

(ii) keep full, complete and accurate Books and Records;

(iii) maintain its and its Subsidiaries’ existence and good standing in their respective jurisdictions of organization;

(iv) maintain the general character of its properties and assets in the ordinary and usual manner;

(v) comply in all material respects with all Laws, leases, contracts and instruments of record applicable to the operation of its business and properties; and

(vi) notify ELRM in writing (as promptly as practicable) in the event that it becomes aware of any material change with respect to its business or properties.

(b) Operation of Properties. From and after the date hereof, until the earlier of the Final Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by EL in writing, each of ATA and ATA Holdings shall and, where applicable, shall cause its Affiliates to, with respect to each of its properties:

(i) General Operation: (A) operate, maintain, repair, and lease the property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (B) perform in all material respects all of landlords’ obligations under the leases (other than leases that are in the process of being terminated due to a tenant’s default thereunder), (C) not dispose of or encumber all or any portion of the property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (D) keep and maintain all existing insurance policies covering the property in continuous force and effect, and (E) make timely payments of all principal and interest and reserve and escrow deposits required under the terms of the property-level indebtedness.

(ii) Maintenance; Contracts: (A) maintain the property in substantially the same manner as prior hereto in the Ordinary Course, subject to reasonable wear and tear and further subject to the occurrence of any damage or destruction thereto by casualty or other causes or events beyond the control of such Person; and (B) not enter into any material contract with respect to the property which is not terminable upon sixty (60) days’ notice without penalty or fee and which will survive the first Subsequent Closing and will otherwise affect the use, operation or enjoyment of the property after the first Subsequent Closing, unless the ATA Parties first shall have obtained the prior written consent of the EL Parties, which shall not be unreasonably withheld, conditioned or delayed.

(iii) New Leases; Vacant Units: (A) not enter into any new leases with respect to the property without the prior written consent of the EL Parties, which consent shall

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not be unreasonably withheld, conditioned or delayed, unless such new leases are on the ATA Parties’ standard form residential lease, with such changes as the ATA Parties reasonably determine in the Ordinary Course, the rent and landlord concessions and incentives are consistent with the ATA Parties’ current practices, and the leases are otherwise entered into in the Ordinary Course of the ATA Parties’ business of leasing and operating the property; and (B) use commercially reasonable efforts in the Ordinary Course to make all vacant units rent-ready and available for occupancy based on standards and methods used by the ATA Parties prior to execution of this Agreement and to cause all appliances in all vacant units to be clean and in working order.

(iv) Audits of the Property and Operations: cooperate fully and in good faith, at no out-of-pocket cost to any such Person, with the audits by certain EL Affiliates of all financial information and operations relating to the property as necessary to comply with applicable underwriting policies and securities law and corporate governance policies applicable to such EL Affiliates, but excluding any and all documents and materials of a proprietary nature, such as internal valuation analysis, projections, software, marketing materials, and materials constituting the work product of the ATA Parties and their Affiliates or any of their agents and attorneys.

(v) Financial Information: deliver to the EL Parties on a monthly basis, updated operating statements and rent rolls, and a copy of the standard monthly income statement that is prepared by the property manager with respect to such property.

(vi) Capital Improvements: diligently pursue the capital improvement, life safety and/or licensure related projects and items for such property in the Ordinary Course as budgeted as of the date of this Agreement and disclosed to ELRM.

(c) Prohibited Actions Pending the Final Closing. Unless (x) otherwise expressly provided for herein or in the Transaction Agreements or (y) approved by ELRM in writing, from the date of this Agreement until the earlier of the Final Closing or the termination of this Agreement, each of ATA and ATA Holdings shall not, and where applicable, shall cause its Affiliates to not:

(i) declare, pay or otherwise make provision for any dividend or distribution in respect of any securities of ATA or any of its Affiliates, other than in the Ordinary Course, or purchase or redeem any securities of ATA or any of its Affiliates;

(ii) issue, offer, sell, or enter into any agreement or make any other commitment to issue, offer or sell any equity or debt securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any equity or debt securities of ATA or any of its Affiliates;

(iii) sell, transfer, assign, pledge, ground lease, encumber or permit any additional Lien on or otherwise dispose of any of its properties or its other assets except, in the case of such other assets, in the Ordinary Course;

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(iv) purchase any interest in any real property or other material asset or make any material capital investment in any property, other than as budgeted as of the date of the Agreement and disclosed to ELRM;

(v) incur, refinance or voluntarily prepay any property-level indebtedness or any entity-level indebtedness;

(vi) solicit, pursue, negotiate, effect, work or consult with any other party with respect to (x) any possible issuance, sale, lease or transfer of any of ATA’s properties or other material assets, (y) any possible sale or other transfer of any direct or indirect ownership interests in, or merger or consolidation of, ATA or any of its Affiliates, or (z) the incurrence of any entity-level indebtedness;

(vii) take any action outside of the Ordinary Course;

(viii) modify, amend or supplement, in each case, in any material respect, or terminate, any material contracts to which ATA or any of its Subsidiaries is a party;

(ix) increase in any manner the base compensation of, or enter into any new bonus, incentive or other compensation agreement or arrangement with, any of its employees, officers, directors, third party contractors or consultants;

(x) adopt, amend or terminate any employee benefit plan, which results in additional payments or benefits provided by ATA or any of its Subsidiaries or materially increase the benefits provided under any employee benefit plan applicable to and having a material effect on ATA or any of its Subsidiaries, or promise or commit to undertake any of the foregoing in the future;

(xi) amend or terminate any existing employment agreement or enter into any new employment agreement, except as required by the terms of any such agreement in effect prior to the date hereof or as otherwise contemplated herein;

(xii) modify or amend any Organizational Documents of ATA or its Subsidiaries;

(xiii) initiate or settle any lawsuit or other similar proceeding before any Governmental Authority or any arbitration panel;

(xiv) liquidate or terminate its existence or the existence of any of its Subsidiaries;

(xv) create any Subsidiary, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest in any business or entity;

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(xvi) directly or indirectly, solicit, encourage, or induce, or attempt to solicit, encourage, or induce (i) any employee of ATA or its Subsidiaries to leave the employ of ATA or such Subsidiaries or (ii) any independent contractor of ATA or its Subsidiaries to cease performing services for the benefit of ATA or its Subsidiaries;

(xvii) make or change any tax election, change any annual accounting period, adopt or change any accounting method, file an amended tax return, enter into any closing agreement, waive or extend any statute of limitations with respect to taxes, settle or compromise any tax liability, claim or assessment, or take any other similar action relating to the filing of any tax return or the payment of any tax affecting ATA or its Subsidiaries;

(xviii) take any action that would materially and adversely affect the ability of the Parties to consummate the Transactions; or

(xix) execute any agreement relating to or enter into any transaction described above.

7.3 Interim Operation of the Contributed Properties. ELRM hereby covenants as follows:

(a) Ordinary Course. With respect to each Contributed Property, from and after the date hereof, until the earlier of the applicable Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by ATA in writing, ELRM shall and, where applicable, shall cause its Affiliates, the Contributed Entity and its Subsidiaries, the Property Owner and the Existing Manager to:

(i) operate the business and affairs of the Contributed Entity, Subsidiaries, and the Property Owner, as applicable, in the Ordinary Course;

(ii) keep full, complete and accurate Books and Records;

(iii) maintain the existence and good standing of the Contributed Entity, its Subsidiaries and the Property Owner in their respective jurisdictions of organization;

(iv) comply in all material respects with all applicable Laws, Leases, Contracts and instruments of record; and

(v) notify ATA in writing (as promptly as practicable) in the event that it becomes aware of any material change with respect to such Contributed Property.

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(b) Operation of Contributed Property. With respect to each Contributed Property, from and after the date hereof, until the earlier of the applicable Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by ATA in writing, ELRM shall and, where applicable, shall cause its Affiliates, the Contributed Entity and its Subsidiaries, the Property Owner and the Existing Manager to:

(i) General Operation: (A) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (B) perform in all material respects all of landlords’ obligations under the Leases (other than Leases that are in the process of being terminated due to a Tenant’s default thereunder), (C) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (D) keep and maintain all existing insurance policies covering the Property in continuous force and effect, and (E) make timely payments of all principal and interest and reserve and escrow deposits required under the terms of the Loan Documents.

(ii) Maintenance; Contracts: (A) maintain the Property in substantially the same manner as prior hereto in the Ordinary Course, subject to reasonable wear and tear and further subject to the occurrence of any damage or destruction to the Real Property by casualty or other causes or events beyond the control of such Person; and (B) not permit the Contributed Entity or any of its Subsidiaries to enter into any material Contract with respect to the Property which is not terminable upon sixty (60) days’ notice without penalty or fee and which will survive such Closing and will otherwise affect the use, operation or enjoyment of the Property after such Closing, unless ELRM first shall have obtained the prior written consent of the ATA Parties, which shall not be unreasonably withheld, conditioned or delayed.

(iii) New Leases; Vacant Units: (A) not enter into any new Leases with respect to the Property without the prior written consent of the ATA Parties, which consent shall not be unreasonably withheld, conditioned or delayed, unless such new Leases are on the Contributed Entity’s standard form residential lease, with such changes as ELRM reasonably determines in the Ordinary Course, the rent and landlord concessions and incentives are consistent with the Contributed Entities’ current practices, and the Leases are otherwise entered into in the Ordinary Course of the Contributed Entities’ business of leasing and operating the Property; and (B) without limiting the representation in Section 5.22 hereof, use commercially reasonable efforts in the Ordinary Course to make all vacant units rent-ready and available for occupancy based on standards and methods used by the Contributed Entity prior to execution of this Agreement and to cause all appliances in all vacant units to be clean and in working order.

(iv) Audits of the Property and Operations: cooperate fully and in good faith, at no out-of-pocket cost to any such Person, with the audits by the ATA Parties of all financial information and operations relating to the Property as necessary to comply with applicable underwriting policies and securities law and corporate governance policies applicable to ATA and its Affiliates, but excluding any and all documents and materials of a proprietary

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nature, such as internal valuation analysis, projections, software, marketing materials, and materials constituting the work product of ELRM, the applicable Contributors, the Contributed Entity and its Subsidiaries, the Property Owner or any of their agents and attorneys.

(v) Financial Information: deliver to the ATA Parties on a monthly basis, updated operating statements and Rent Rolls, and a copy of the standard monthly income statement that is prepared by the Existing Manager.

(vi) Capital Improvements: diligently pursue the capital improvement, life safety and/or licensure related projects and items set forth on Schedule 7.3(b)(vi) (the “Required Capital Improvements”) in the Ordinary Course.

(vii) Material Casualty: promptly notify the ATA Parties in writing following the occurrence of any Material Casualty at any Contributed Property.

(c) Prohibited Actions Pending the Applicable Closing Date. Unless (x) otherwise expressly provided for herein or in the Transaction Agreements or (y) approved by ATA in writing, with respect to each Contributed Property, from the date of this Agreement until the earlier of the Final Closing or the termination of this Agreement, ELRM shall not and, where applicable, shall cause its Affiliates, the Contributed Entity and its Subsidiaries, the Property Owner and the Existing Manager not to:

(i) purchase or redeem any membership interests, partnership interests or other securities of the Contributed Entity or any of its Subsidiaries.

(ii) issue, offer, sell, transfer, pledge, dispose of, encumber or permit any Lien on, or enter into any agreement or make any other commitment to issue, offer, sell, transfer, pledge, dispose of, encumber or permit any Lien on, any membership interests, partnership interests or other equity or debt securities of the Contributed Entity or any of its Subsidiaries, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any membership interests, partnership interests or other equity or debt securities of the Contributed Entity or any of its Subsidiaries, other than Permitted Encumbrances;

(iii) sell, transfer, assign, pledge, ground lease, encumber or permit any Lien on or otherwise dispose of the Property or any other assets except, in the case of such other assets, in the Ordinary Course;

(iv) cause the Contributed Entity or any of its Subsidiaries to purchase any interest in any additional real property or other material asset, or make any material capital investment in the Property, other than as contemplated by Section 7.3(b)(vi);

(v) incur, refinance or voluntarily prepay any property-level or entity-level indebtedness with respect to the Property other than the Refinancings;

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(vi) solicit, pursue, negotiate, effect, work or consult with any other party with respect to (x) any possible issuance, sale, lease or transfer of the Property, (y) any possible sale or other transfer of any direct or indirect ownership interests in, or merger or consolidation of, the Contributed Entity or any of its Subsidiaries, or (z) the incurrence of any entity-level indebtedness by the Contributed Entity or any of its Subsidiaries;

(vii) take any action outside of the Ordinary Course;

(viii) modify, amend or supplement, in each case, in any material respect, or terminate, any material Contracts;

(ix) modify or amend any Organizational Documents of the Contributed Entity or its Subsidiaries;

(x) initiate or settle any lawsuit or other similar proceeding before any Governmental Authority or any arbitration panel;

(xi) liquidate or terminate the existence of the Contributed Entity or any of its Subsidiaries;

(xii) cause the Contributed Entity or any of its Subsidiaries to create any Subsidiary, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest in any business or entity;

(xiii) make or change any tax election, change any annual accounting period, adopt or change any accounting method, file an amended tax return, enter into any closing agreement, waive or extend any statute of limitations with respect to taxes, settle or compromise any tax liability, claim or assessment, or take any other similar action relating to the filing of any tax return or the payment of any tax affecting the Contributed Entity or the Property;

(xiv) take any action that would materially and adversely affect the ability of the Parties to consummate the Transactions;

(xv) declare, pay or otherwise make provision for any dividend or distribution; or

(xvi) execute any agreement relating to or enter into any transaction described above.

7.4 Fulfillment of Conditions; Consents; Lender Approvals.

(a) Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article X hereof and in each of the other Transaction

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Agreements to which they or any of their Affiliates are or will be a party. Without limiting the generality of the foregoing, the Parties shall use their commercially reasonable efforts to satisfy conditions so as to cause Full Contribution to occur no later than the date that is the six (6) month anniversary of the Initial Closing (the “Final Closing Outside Date”); it being acknowledged and agreed that, subject to the terms of Section 11.3(b)(i) below, a failure by EL to achieve Full Contribution on or before the Final Closing Outside Date is not a default hereunder or under any of the Transaction Documents and neither Party shall have a right to terminate this Agreement on account of such failure. In the event that the Parties fail to obtain a Lender Approval or a Refinancing with respect to a Contributed Property on or prior to the Final Closing Outside Date and such Contributed Property does not become an Excluded Property pursuant to the terms hereof, such Contributed Property shall be a Deferred Property unless and until such time as the parties mutually agree that such Deferred Property shall be an Excluded Property.

(b) Consents – Generally. The Parties shall use their respective commercially reasonable efforts to promptly make all filings, provide all notices, and obtain all consents, waivers, approvals, authorizations and permits that are required or reasonably appropriate to be made or obtained by such Party, and shall cooperate in all reasonable respects with the other Parties in that regard, in connection with the preparation and entry into of the Transaction Agreements and the consummation of the Transactions, including, without limitation, (i) the consents and approvals listed on Schedule 4.4 hereto, (ii) those to be made with, provided to or obtained from any Governmental Authority with respect to the Transactions and (iii) those required under each of the other Transaction Agreements.

(c) Lender Approvals. With respect to each Contributed Property, prior to the applicable Closing Date:

(i) With respect to Contributed Properties that are not the subject of a Refinancing, the Parties shall use their respective commercially reasonable efforts to obtain, on terms reasonably acceptable to the Parties, approval from the Lender for the contribution of the Contributed Property or the Contributed Interests, as the case may be, contemplated by this Agreement and the applicable Contribution Agreement, and any changes in property management and/or guarantors which may be required by the Lender or the Loan Documents in connection therewith (the “Lender Approval”). The “Lender Approval” shall be deemed to include, if and to the extent applicable (a) the satisfactory completion by the Lender of all diligence investigations, inspections and tests, and (b) the full negotiation and final approval for signature of the Lender Approval Documents by ATA Holdings, the borrower and, if applicable, the guarantor under the Loan Documents, the Lender and any other entities required by the Lender to be a party to the Lender Approval Documents.

(ii) With respect to Contributed Properties that are the subject of a Refinancing, the Parties shall use their respective commercially reasonable efforts to obtain, on terms reasonably acceptable to the Parties, including, without limitation the principal balance thereof which may not exceed the principal balance of the related existing loan for such

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Contributed Property, a new loan from the Lender or another lender that will acknowledge or permit the contribution of the Contributed Property or the Contributed Interests, as the case may be, contemplated by this Agreement and the applicable Contribution Agreement, and any changes in property management and/or guarantors which may be required by the Lender or the Loan Documents in connection therewith. The “Refinancing” shall be deemed to include, if and to the extent applicable (a) the satisfactory completion by the Lender of all diligence investigations, inspections and tests, and (b) the full negotiation and final approval for signature of new loan documents by the borrower and, if applicable, the guarantor, the Lender and any other entities required by the Lender to be a party to the new loan documents. It is acknowledged and agreed by the Parties that, as of the date hereof, each of the Contributed Properties listed on Schedule 7.4(c)(ii) hereof is subject to a Refinancing. It also is agreed by the Parties that if the Parties are unable to obtain a Lender Approval for any other Contributed Property on or before the Final Closing Outside Date, and such Contributed Property does not become an Excluded Property, the Parties shall use commercially reasonable efforts to refinance such Contributed Property in accordance with the terms hereof.

(iii) ELRM has applied to the applicable lender for the Lender Approval or for the Refinancing, and the Parties shall use their respective commercially reasonable efforts to obtain the Lender Approval or Refinancing from the applicable lender prior to the applicable Closing Date. The Parties agree to cooperate and to take all reasonable action, or to cause others to cooperate and to take all reasonable action, to facilitate the receipt of the Lender Approval or Refinancing. Notwithstanding anything herein to the contrary, the ATA Parties shall be solely responsible to pay to the Lender any and all Loan Assumption Costs required in connection with the Lender Approval and fees or costs associated with a Refinancing. So long as a Party complies with its obligations under this Section 7.4(c), in no event shall such Party have any liability for its failure to obtain the Lender Approval or a Refinancing. The Parties shall execute and deliver at such Closing, or use their respective commercially reasonable efforts to cause to be executed and delivered, any and all consent and approval documents and agreements required by the Lender in connection with the Lender Approval or Refinancing, in form and content reasonably satisfactory to the Parties (the “Lender Approval Documents”).

7.5 Notice.

Each of ATA and ATA Holdings, on the one hand, and EL and ELRM, on the other hand, will give prompt written notice to the other of (a) any material adverse development causing a breach of any of its own representations, warranties, covenants or agreements contained in this Agreement or in any of the Transaction Agreements, or that will make it incapable of or materially less likely to be capable of performing any of its obligations under any of the Transaction Agreements; and (b) copies of any property tax assessments or notices, or any written notice from any Governmental Authority of its intent to conduct a Tax audit or Proceeding relating to any of the ATA Parties and their properties, on the one hand, or to the Contributed Properties, on the other hand.

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7.6 Further Assurances.

Following each Closing, the Parties shall, from time to time, at the request of any other Party hereto and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as any other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Transaction Agreements and the consummation of the Transactions contemplated hereby and thereby.

7.7 Publicity; Disclosure.

None of ATA or its Affiliates, on the one hand, or EL or its Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the Transactions without the prior written approval of the other. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by ELRM, as applicable, in which event ATA or ELRM, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

7.8 SEC Compliance.

(a) Each of the EL Parties acknowledges that ATA is a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the SEC or other state securities regulators that may include audited and unaudited financial statements with respect to the Contributed Properties or Contributed Entities. To assist ATA in preparing such filings with the SEC or other state securities regulators and any required audited financial statements, ELRM agrees with respect to each Contributed Property to (a) within thirty days after the date of this Agreement, and at ATA’s request, any time thereafter until the first anniversary of the applicable Closing Date, deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit E (the “Audit Inquiry Letter”) to ELRM’s counsel prior to such Closing and deliver to ATA an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (b) at ATA’s request at any time until the first anniversary of such Closing Date, deliver a customary representation letter addressed to and in the form requested by ATA’s auditors (the “Representation Letter”) to ATA, and (c) provide ATA, within thirty days after the date of this Agreement, such financial and other data and information relating to such Contributed Property as ATA and its registered independent accounting firm may reasonably require in order to enable ATA and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to thereto as ATA deems necessary to include in such filings with the SEC or other state securities regulators, including but not limited to an executed assurance or representation letter from ELRM to ATA’s registered independent accounting firm in a form acceptable to ATA (provided that in no event shall ELRM have any

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liability to ATA or such registered independent accounting firm for the assurances or representations made therein, but ELRM shall reasonably cooperate, at no cost or expense to ELRM, in connection with such audit, including, if required by ATA’s registered independent accounting firm, answering a standard Statement on Auditing Standards No. 99 questionnaire from such registered independent accounting firm). The provisions of this Section 7.8(a) shall survive the applicable Closing for a period of 365 days. ATA shall reimburse ELRM for its actual and documented out-of-pocket expenses in connection with compliance with this Section 7.8(a).

(b) Each of the ATA Parties acknowledges that Elco Holdings Ltd., an Affiliate of EL, is a company publicly traded in Israel with related disclosure and other obligations under applicable Law. To the extent that Elco Holdings Ltd. determines in its sole discretion that any public disclosure, any filings with any Governmental Authorities or any other compliance with the requirements of applicable Law relating to ATA, its properties, this Agreement or the Transactions is necessary or advisable, the ATA Parties agree to provide such reasonable cooperation and assistance as the EL Parties may request, including cooperation and assistance similar (to the extent relevant) to that described in Section 7.8(a) relating to ATA’s public company obligations. The provisions of this Section 7.8(b) shall survive the Initial Closing for a period of 365 days. ELRM shall reimburse the ATA Parties for their actual and documented out-of-pocket expenses in connection with compliance with this Section 7.8(b).

7.9 Tax Protection.

Concurrently with the execution and delivery of this Agreement, the ATA Parties shall enter into a Tax Protection Agreement substantially in the form attached hereto as Exhibit G (each a “Tax Protection Agreement”), with each Contributor, if any, in respect of such Contributed Property receiving any consideration in the form of OP Units and identified in the Contribution Structure Chart as being eligible to receive tax protection.

7.10 Registration Rights Agreement.

Concurrently with the execution and delivery of this Agreement, ATA shall enter into a registration rights agreement substantially in the form attached hereto as Exhibit F (the “Registration Rights Agreement”), with the Persons receiving any consideration in the form of OP Units, capital stock of ATA or securities convertible into or exchangeable for capital stock of ATA as a result of the Transactions as of the date hereof. At each Subsequent Closing, each Person receiving any consideration in the form of OP Units, capital stock of ATA or securities convertible into or exchangeable for capital stock of ATA as a result of the Transactions at such Subsequent Closing shall be entitled to join the Registration Rights Agreement, if not already party thereto, by execution and delivery of a joinder in substantially the form provided therein.

7.11 Amendment to ATA Holdings Partnership Agreement.

Concurrently with the execution and delivery of this Agreement, ATA shall adopt and effect an amendment to the Partnership Agreement in the form attached hereto as Exhibit H

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(the “OP Amendment”). The ATA Parties shall use their commercially reasonable efforts to cause any and all interests of Grubb & Ellis Apartment REIT Advisor, LLC, a Virginia limited liability company (the “Former Advisor”), in ATA Holdings, including its interests as a limited partner and as the Special Limited Partner (as defined in the Partnership Agreement), to be repurchased or otherwise terminated, effective at the date hereof, on terms and conditions and pursuant to documents in form and substance reasonably acceptable to ELRM.

7.12 Name Change.

Concurrently with the execution and delivery of this Agreement, (i) ATA shall file with the SDAT an amendment to its charter (as so amended, the “Charter”) in the form attached hereto as Exhibit I-1 (the “ATA Charter Amendment”) for the purpose of changing its name as indicated therein, and (ii) ATA Holdings shall file with the Clerk of the State Corporation Commission of the Commonwealth of Virginia an amendment to its certificate of limited partnership in the form attached hereto as Exhibit I-2 (the “OP Certificate Amendment”) for the purpose of changing its name as indicated therein. The ATA Parties shall make such additional filings with and provide such additional notices to any Governmental Authorities as may be necessary in connection with the name changes contemplated hereby.

7.13 DRIP Amendment.

ATA shall take all necessary actions to amend the terms of the ATA DRIP, effective as of the date hereof to reduce the purchase price thereunder to $8.15 per share or as otherwise determined by the board of directors of ATA. ATA shall timely make, or cause to be made, any and all announcements and filings required by Law in connection with such amendment. In accordance with Section 7.7, ATA shall first consult with and reasonably consider any comments or suggestions of ELRM with respect to any such announcement or filing.

7.14 Termination of Existing Management Agreement; Release of ELRM. The Parties agree, acknowledge, understand and confirm that the Existing Management Agreement with respect to each Contributed Property shall be terminated with respect to such Contributed Property on the applicable Subsequent Closing, without any further action on the part of any of Party, subject to receipt by ELRM of all costs and fees payable to ELRM hereunder and under the Existing Management Agreement with respect to the such Contributed Property, subject to the adjustments required under Section 2.2(h) hereof. In consideration of the mutual promises and releases contained in this Agreement, ATA on behalf of itself and any and all of its respective successors-in-interest, affiliates, assigns, heirs, insurers, executors, officers, directors, agents, employees, attorneys, parent companies, subsidiaries, administrators, principals, shareholders, representatives, partners, joint venturers, predecessors-in-interest, trusts, trustors, trustees, beneficiaries, and all others who may take any interest in the matters or agreements described herein, irrevocably, completely, and forever release, acquit and discharge ELRM and any and all of its successors-in-interest, affiliates, assigns, insurers, executors, officers, directors, agents, employees, attorneys, parent companies, subsidiaries, administrators, principals, shareholders, representatives, partners, joint venturers, predecessors-

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in-interest, trusts, trustors, trustees and beneficiaries and all others who may take any interest in the matters or agreements described herein from all claims, causes of action, demands, losses or damages of any kind, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether now known or unknown, suspected or unsuspected, existing, claimed to exist or which can ever hereinafter exist from the beginning of time through the date of the applicable Subsequent Closing not involving acts or omissions constituting fraud, intentional criminal misconduct or gross negligence; provided, however, that the release contained in this Section 7.15 shall not relate to any claims, demands, suits, actions or causes of action arising as a result of a breach of this Agreement. For purposes of this Section 7.15, the term “all claims” means all existing demands, claims and causes of action, known or unknown, pending or threatened, and for all existing known and unknown damages and remedies. Under this definition, “all claims” includes, but is not limited to, all claims, demands, lawsuits, debts, accounts, covenants, agreements, liabilities, obligations, losses, costs, fees, expenses, remedies, fines, penalties, sanctions and causes of action of any nature, whether in contract or in tort, or based upon common law, or arising under or by virtue of any judicial decision, statute or regulation, for past, present, known, and unknown injuries, property or economic damage, and all other losses and damages of any kind, including but not limited to the following: all actual damages; all exemplary and punitive damages; all penalties of any kind, including without limitation any tax liabilities or penalties; all declaratory and/or injunctive relief; consequential damages; and pre-judgment and post-judgment interest, costs and attorneys’ fees. This definition further includes, but is not limited to, all damages, all remedies, and all claims, demands, and causes of action that are now recognized by law or that may be created or recognized in the future in any manner, including without limitation by statute, regulation, or judicial decision.

7.15 Amendment to ATA Bylaws.

Prior the execution and delivery of this Agreement, ATA shall have adopted and effected an amendment to the Bylaws of ATA in the form attached hereto as Exhibit S.²

ARTICLE VIII

TAX MATTERS

8.1 Tax Matters. ELRM shall pay and indemnify, without duplication, the Contributed Entity and the ATA Parties for the following Taxes (and all related Adverse Consequences, including all reasonable out-of-pocket expenses incurred in defending an audit or other claim relating to such Taxes, but excluding any Transfer Taxes):

(a) all such Taxes resulting from a breach of a representation or warranty contained in Section 5.6 or a breach of any provision of this Section 8.1;

²  While not a delivery, we understand Bylaws will need to be amended immediately prior to closing to effectuate certain changes provided for in CGA.

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(b) with respect to such Taxes attributable to any Pre-Closing Tax Period: (i) all Taxes of each Contributed Entity and each of their respective Subsidiaries; (ii) all such Taxes of any other Person that each Contributed Entity on any of their respective Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred in such Pre-Closing Tax Period; and (iii) all Taxes resulting from each Contributed Entity on any of its Subsidiaries being a member of, or leaving, during a Pre-Closing Tax Period, an affiliated group of corporations that files a consolidated, combined or unitary Tax Return for federal, state, local or foreign Tax purposes; and

(c) with respect to such Taxes attributable to any Straddle Period: (i) the Taxes of the Contributed Entity and each of its Subsidiaries attributable to the portion of such Straddle Period that ends on the Closing Date, as determined under Section 8.2; and (ii) the Taxes of any other Person that the Contributed Entity on any of its Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred on or before the Closing Date, as determined under Section 8.2.

8.2 Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 8.1, the parties agree to use the following conventions:

(a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date;

(b) Except for Transfer Taxes and any other Taxes for which the Purchaser is responsible hereunder and for real estate taxes (apportioned pursuant to Section 2.2), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions:

(i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and

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(ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

8.3 Cooperation. Each the Parties shall provide the ATA Parties and the Contributed Entity with such assistance as may reasonably be requested in connection with the preparation of any Tax Return or any audit or other Proceeding by any Governmental Authority relating to liabilities for Taxes. Such assistance shall, upon reasonable written notice, include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. ELRM shall provide to the ATA Parties and the Contributed Entity with any information that the Contributed Entity reasonably requests to allow the ATA Parties or such Contributed Entity to comply with any information reporting requirements under the Code or other applicable Law.

8.4 Tax Returns.

(a) Pre-Closing Tax Periods. ELRM shall cause the Contributed Entity and each of its Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity and each of its Subsidiaries for any Pre-Closing Tax Periods, and ELRM shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.

(b) Straddle Periods and Post-Closing Periods. The ATA Parties shall cause the Contributed Entity and each of its Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity and each of its Subsidiaries for all taxable periods of the Contributed Entity or any of its Subsidiaries other than the Pre-Closing Tax Periods, and the Purchaser shall remit or cause to be remitted any Taxes due in respect of such taxable periods. At least 15 days prior to the deadline for the filing of any Tax Return for a Straddle Period (and before the ATA Parties file such Tax Return), the ATA Parties shall furnish to the ELRM a draft of such Tax Return and ELRM shall have the right to review, provide the ATA Parties written comments on, and approve the portion of such draft Tax Return that relates to Taxes allocable to the portion of the Straddle Period for which ELRM is responsible.

8.5 Claims; Tax Proceedings. If any Governmental Authority issues to the Contributed Entity or any of its Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the

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payment that relates to Taxes or Tax Returns of the Contributed Entity or any of its Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which ELRM is obligated to pay or indemnify the ATA Parties (collectively, a “Tax Claim”), the ATA Parties shall notify ELRM within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which ELRM would be responsible for all or a portion of such Tax Claim, ELRM may, at ELRM’s’ sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of ELRM.

8.6 Certain Tax Elections. ELRM shall not have allowed the Contributed Entity or any of its Subsidiaries on or prior to the Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to the Contributed Entity or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity or any of its Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of the Contributed Entity or any of its Subsidiaries for any period ending after the Closing Date.

8.7 Other Treatment.

(a) The Parties agree for all relevant Tax purposes to treat all indemnification payments to the ATA Parties pursuant to this Agreement as adjustments to the consideration hereunder.

(b) It is the intent of the Parties that the transfer of Contributed Interests the ATA Parties in exchange for OP Units or ATA Capital Stock shall be treated, (i) to the extent the Interests are contributed in exchange for OP Units, as a tax-deferred contribution of assets to the Purchaser under Section 721 of the Code and, (ii) to the extent the Contributed Interests are contributed in exchange for ATA Capital Stock, as a taxable exchange of a portion of the Contributed Interests to the ATA Parties.

8.8 Other Provisions. The provisions of this Section 8 shall govern all indemnity claims with respect to Taxes, including, without limitation, claims related to a breach of any provision of this Section 8.

8.9 Survival. The obligations of ELRM to pay or indemnify for a Tax under this Article 8 shall expire upon the expiration of the applicable statute of limitations (after taking into account any waiver, extension, tolling, or mitigation thereof) of the underlying Tax; provided, however, to the extent that ELRM’s obligation to pay a Tax arises under a contract or

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other agreement or arrangement, ELRM’s obligations under this Section 8 shall not expire until sixty (60) after the expiration of such Contributed Entity’s obligation to pay such Tax under the contract or other agreement or arrangement. All other obligations of ELRM under this Article 8 shall survive until fully performed.

ARTICLE IX

CLOSINGS

9.1 Closings.

(a) The Initial Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location, on the date hereof (the “Initial Closing Date”). As used in this Agreement, the term “Initial Closing” means the execution and delivery of this Agreement and those Transaction Documents and other agreements, documents and instruments to be executed and delivered concurrently herewith. Each Contributed Property included in the contribution transaction consummated at the Initial Closing, if any, is referred to herein as an “Initial Closing Property”.

(b) With respect to each Contributed Property, if any, that is not an Initial Closing Property, an additional closing of the Transactions in respect of such Contributed Property (each a “Subsequent Closing” or a “Closing” with respect to such Contributed Property and, including the Initial Closing, each a “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location, on the date that is on or before the date that is three (3) Business Days after the satisfaction (or waiver if permitted) of the conditions set forth in Article X of this Agreement with respect to such Subsequent Closing. The date of each Subsequent Closing is referred to herein as a “Subsequent Closing Date” and, including the Initial Closing Date, a “Closing Date.” This Agreement refers to each Closing pursuant to which the contribution of any Contributed Property is consummated hereby as the Closing with respect to such Contributed Property, and the closing date with respect thereto as the Closing Date with respect to such Contributed Property.

9.2 Initial Closing deliveries by the ATA Parties.

At the Initial Closing, the ATA Parties will deliver, or cause to be delivered in the manner set forth below, each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to any of the other Transaction Agreements), in each case, except as otherwise provided, duly executed and delivered by each of the ATA Parties and their Affiliates as may be party thereto:

(a) a Loan Indemnification Agreement, in respect of each of the Contributed Properties that are not subject to a Refinancings and with respect to which the guarantors under the existing loan have not been replaced, each in the form of Exhibit D; and to be held in escrow until the applicable Subsequent Closing, but to be effective as of the Initial Closing;

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(b) the Registration Rights Agreement to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing;

(c) a Tax Protection Agreement, as, required by Section 7.9 to be held in escrow until the applicable Subsequent Closing;

(d) the OP Amendment;

(e) the Corporate Governance Agreement substantially in the form attached hereto as Exhibit J (the “Governance Agreement”);

(f) the Employment Agreement between ATA and ATA Holdings, on the one hand, and Stanley J. Olander, as Chief Executive Officer of ATA, on the other hand, substantially in the form attached hereto as Exhibit K (the “Olander Employment Agreement”);

(g) the Employment Agreement between ATA and ATA Holdings, on the one hand, and Gustav Remppies, as President and Chief Operating Officer of ATA, on the other hand, substantially in the form attached hereto as Exhibit L-1 (the “Remppies Employment Agreement”);

(h) the Employment Agreement between ATA and ATA Holdings, on the one hand, and Mechelle Lafon, as Chief Financial Officer of ATA, on the other hand, substantially in the form attached hereto as Exhibit L-2 (the “Lafon Employment Agreement”)

(i) the Employment Agreement between ATA and ATA Holdings, on the one hand, and Joseph Lubeck, as Executive Chairman of the Board of ATA, on the other hand, substantially in the form attached hereto as Exhibit M (the “Lubeck Employment Agreement”);

(j) the Advisor Termination Agreement substantially in the form attached hereto as Exhibit N (the “Advisor Termination Agreement”);

(k) the Support Services Agreement in respect of each Contributed Property to be held in escrow until the applicable Subsequent Closing;

(l) a duly executed REIT ownership limit waiver certificate substantially in the form attached hereto as Exhibit P (each a “REIT Ownership Limit Waiver”), with respect to each Person listed on Schedule 9.2(l) and receiving any securities of ATA or ATA Holdings at the Initial Closing to be held in escrow until the applicable Subsequent Closing, but to be effective as of the Initial Closing;

(m) a duly executed certificate of the Secretary of ATA, dated the Closing Date, in form and substance reasonably acceptable to ELRM, certifying: (i) the Organizational Documents of ATA and ATA Holdings and (ii) the resolutions adopted by the board of directors of ATA with respect to the Transactions, including without limitation, such elections and determinations, if any, as may be necessary to opt out of, or otherwise to render inapplicable, any applicable control share, business combination or other anti-takeover Laws;

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(n) a duly executed settlement statement for each Contributed Property (a collectively, the “Settlement Statements”), to be held in escrow until the applicable Subsequent Closing;

(o) any and all other instruments and documents required to be delivered by the ATA Parties at or prior to the Initial Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the EL Parties may reasonably request to effect the Transactions to be consummated at the Initial Closing; and

(p) all of the agreements, instruments and other documents to be duly executed and/or delivered as applicable by each of the ATA Parties and their Affiliates as may be a party thereto at each Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent pursuant to Section 9.4 hereof.

9.3 Initial Closing deliveries by the EL Parties.

At the Initial Closing, the EL Parties will execute and deliver, or cause to be delivered, each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to any of the other Transaction Agreements), in each case, except as otherwise provided, duly executed and delivered by each of the EL Affiliates as may be party thereto:

(a) the Loan Indemnification Agreement, in respect of all Contributed Properties that are not subject to a Refinancings and with respect to which the guarantors under the existing loan have not been replaced in the form of Exhibit D to be held in escrow until the applicable Subsequent Closing, but to be effective as of the Initial Closing;

(b) the Registration Rights Agreement to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing;

(c) the Tax Protection Agreements, required by Section 7.9 as to which any EL Affiliate is a party to be held in escrow until the applicable Subsequent Closing;

(d) the Governance Agreement;

(e) the Lubeck Employment Agreement;

(f) the Support Services Agreement in respect of each Contributed Property to be held in escrow until the applicable Subsequent Closing;

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(g) The Settlement Statements to be held in escrow until the applicable Subsequent Closing;

(h) any and all other instruments and documents required to be delivered by the EL Parties at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the ATA Parties may reasonably request to effect the Transactions to be consummated at the Initial Closing; and

(i) all of the agreements, instruments and other documents to be duly executed and/or delivered, as applicable, by each of the EL Parties and their Affiliates as may be a party thereto at each Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent pursuant to Section 9.5 hereof.

9.4 Subsequent Closing deliveries by the ATA Parties.

At each Subsequent Closing, the Escrow Agent will release from escrow and deliver each of the following agreements, instruments and other documents:

(a) the Loan Indemnification Agreement in respect of the Contributed Properties a that are not subject to a Refinancings and with respect to which the guarantors under the existing loan have not been replaced and that are to be contributed at such Closing;

(b) a counterpart signature page to the joinder to the Registration Rights Agreement, in substantially the form provided therein, with respect to each Person, if any, joining such agreement pursuant to Section 7.10 in respect of the Contributed Properties to be contributed at such Closing;

(c) the Tax Protection Agreement, if any, required by Section 7.9 in respect of the Contributed Properties to be contributed at such Closing;

(d) a duly executed REIT Ownership Limit Waiver with respect to each Person listed on Schedule 9.2(l) and receiving any securities of ATA or ATA Holdings at such Closing; and

(e) the Settlement Statements, updated with any “true up” information agreed to by the parties after the Initial Closing.

To the extent not previously executed and delivered by ATA to the Escrow Agent in respect of Subsequent Closings, ATA shall execute and deliver or cause to be executed and delivered any and all other instruments and documents required to be delivered by the ATA Parties at or prior to such Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the EL Parties may reasonably request to effect the Transactions to be consummated at such Closing.

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9.5 Subsequent Closing deliveries by the EL Parties.

At each Subsequent Closing, the Escrow Agent will release from escrow and deliver each of the following agreements, instruments and other documents:

(a) the Loan Indemnification Agreement in respect of the Contributed Properties a that are not subject to a Refinancings and with respect to which the guarantors under the existing loan have not been replaced and that are to be contributed at such Closing;

(b) a counterpart signature page to the joinder to the Registration Rights Agreement, in substantially the form provided therein, with respect to each EL Affiliate, if any, joining such agreement pursuant to Section 7.10 in respect of the Contributed Properties to be contributed at such Closing;

(c) the Tax Protection Agreement, if any, required by Section 7.9 in respect of the Contributed Properties to be contributed at such Closing and to which any EL Affiliate is a party; and

(d) the Settlement Statements, updated with any “true up” information agreed to by the parties after the Initial Closing.

To the extent not previously executed and delivered by EL Parties to the Escrow Agent in respect of Subsequent Closings, EL Parties shall execute and deliver or cause to be executed and delivered any and all other instruments and documents required to be delivered by the EL Parties at or prior to such Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the ATA Parties may reasonably request to effect the Transactions to be consummated at such Closing.

ARTICLE X

CONDITIONS PRECEDENT

10.1 Conditions Precedent to the Obligations of the EL Parties at the Initial Closing.

The obligations of the EL Parties to consummate the Transactions to be consummated at the Initial Closing and at each Subsequent Closing are subject to the satisfaction or waiver (where permissible), at or prior to the Initial Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of ATA and ATA Holdings in this Agreement that are not made as of a specific date shall be true and correct as of the date of the Initial Closing and the representations and warranties of ATA and ATA Holdings in this Agreement that are made as of a specific date shall be true and correct as of such date, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ATA Material Adverse Effect” or the like set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, an ATA Material Adverse Effect.

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(b) Agreements and Covenants. ATA and ATA Holdings shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to such Closing.

(c) Consents. All consents and approvals required to be obtained by ATA or ATA Holdings hereunder and under each Contribution Agreement and DB Contribution Agreement (excluding Lender Consents) shall have been obtained by ATA or ATA Holdings, except where the failure of ATA or ATA Holdings to obtain any such a consent or approval is attributable to actions or inactions willfully undertaken by EL or ELRM with the intent of delaying or preventing ATA or ATA Holdings from obtaining any such consent or approval.

(d) Lender Approvals. Only if any Contributed Properties are to be contributed at the Initial Closing, Lender Approval or Refinancing in respect of such Contributed Properties to be contributed at the Initial Closing shall have been obtained, unless the requirement for any such Lender Approval or Refinancing shall have been eliminated pursuant to the provisions of Section 7.4(c).

(e) Officer Certificate. ATA shall have delivered to the EL Parties a certificate, dated as of the date of the Initial Closing, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 10.1(a), 10.1(b) and 10.1(c).

(f) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Transactions illegal or otherwise restricting, preventing or prohibiting consummation of the Transactions.

(g) No MAE. There shall not have occurred and there shall not be any event, fact, development, circumstance, change or effect that, individually or in the aggregate with all other events, facts developments, circumstances, changes or effects, has resulted or would reasonably be expected to result in an ATA Material Adverse Effect.

(h) Tax Opinion. Morris, Manning & Martin, LLP and Hunton & Williams LLP, outside tax counsel to ATA and ATA Holdings, shall have delivered opinions, dated as of the Initial Closing Date, addressed to the EL Parties and the Contributors in respect of the Contributed Properties in substantially the form attached hereto as Exhibit Q regarding ATA’s status as a REIT, the status of ATA Holdings as a partnership and not a publicly-traded partnership and certain other matters.

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(i) Other Transaction Agreements. Each of the Contribution Agreements, the DB Contribution Agreements and each of the other Transaction Agreements required to be executed and delivered pursuant to this Agreement at or prior to the Initial Closing shall have been executed and delivered by the parties thereto (other than the EL Parties and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the EL Parties and their Affiliates as may be party thereto) and no default shall have occurred under any of them. The consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at the Initial Closing shall have occurred simultaneously with the Initial Closing hereunder.

(j) Other Closing Deliveries. Each of the agreements, certificates, instruments and other items and documents required to be delivered by the ATA Parties as set forth in Section 9.2 (in the case of the Initial Closing) or Section 9.4 (in the case of any Subsequent Closing), shall have been delivered directly or in escrow, as applicable.

(k) ATA Board Composition. The size of the board of directors of ATA shall have been fixed as provided in the Governance Agreement, and the directors then in office shall consist of Joseph Lubeck (who shall have been elected as Chairman of the Board), Jay Olander, and such other persons who have been designated and elected in accordance with the provisions of the Governance Agreement.

(l) Name Change Amendments. The ATA Charter Amendment and the OP Certificate Amendment shall have been filed with the relevant Governmental Authorities and become effective.

10.2 Conditions Precedent to the Obligations of the ATA Parties at the Initial Closing. The obligations of the ATA Parties to consummate the Transactions to be consummated at the Initial Closing and at each Subsequent Closing are subject to the satisfaction or waiver (where permissible), at or prior to the Initial Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of the EL Parties in this Agreement that are not made as of a specific date shall be true and correct as of the date of the Initial Closing and the representations and warranties of the EL Parties in this Agreement that are made as of a specific date shall be true and correct as of the date made, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “material adverse affect”, “Property Material Adverse Affect” or “Portfolio Material Adverse Effect” or the like set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Portfolio Material Adverse Effect.

(b) Agreements and Covenants. The EL Parties shall have performed, in all material respects, all obligations or complied with, in all material respects, all agreements and covenants to be performed or complied with by them under this Agreement on or prior to such Closing.

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(c) Consents. All consents and approvals required to be obtained by the EL Parties under this Agreement at or prior to the Initial Closing and under each Contribution Agreement and DB Contribution Agreement (excluding Lender Consents) shall have been obtained by the EL Parties, except where the failure of the EL Parties to obtain any such a consent or approval is attributable to actions or inactions willfully undertaken by ATA or its Affiliates with the intent of delaying or preventing the EL Parties from obtaining any such consent or approval.

(d) Lender Approvals. Only if any Contributed Properties are to be contributed at the Initial Closing, Lender Approval or Refinancing in respect of each of such Contributed Properties to be contributed at the Initial Closing shall have been obtained, unless the requirement for any such Lender Approval shall have been eliminated pursuant to the provisions of Section 7.4(c).

(e) Title Policies. With respect to each Contributed Property and DB Contributed Property, the Title Company shall be unconditionally obligated and prepared, subject only to payment of the applicable premium and other related charges, to issue the title policies and/or endorsements pursuant to the Title Commitments containing no exceptions to title other than Permitted Encumbrances and any Additional Exceptions approved by the ATA Parties pursuant to Section 3.1(d).

(f) Permits; Consents. With respect to each Contributed Property and DB Contributed Property, any and all consents or approvals of Governmental Authorities as are necessary for the transfer of the Contributed Property or the Contributed Interests, as the case may be, and the ownership and operation of the Property by and/or on behalf of ATA Holdings or its successor or assignee shall have been received.

(g) Officer Certificate. Each of the EL Parties shall have delivered to ATA and ATA Holdings a certificate, dated the Initial Closing Date, signed by an officer of EL and of ELRM], certifying as to the satisfaction of the conditions specified in Sections 10.2(a), 10.2(b) and 10.2(c).

(h) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Transactions illegal or otherwise restricting, preventing or prohibiting consummation of the Transactions.

(i) No MAE. There shall not have occurred and there shall not be any event, fact, development, circumstance, change or effect that, individually or in the aggregate with all other events, facts developments, circumstances, changes or effects, has resulted or would reasonably be expected to result in a Portfolio Material Adverse Effect.

(j) Other Transaction Agreements. Each of the Contribution Agreements, the DB Contribution Agreements and each of the other Transaction Agreements required to be

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executed and delivered pursuant to this Agreement at or prior to the Initial Closing shall have been executed and delivered by the parties thereto (other than the ATA Parties and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the ATA Parties and their Affiliates as may be party thereto) and shall not have been terminated for any reason. The consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at the Initial Closing shall have occurred simultaneously with the Initial Closing hereunder.

(k) Closing Deliveries. Each of the agreements, certificates, instruments and other items and documents required to be delivered, or caused to be delivered, by the EL Parties as set forth in Section 9.3 (in the case of the Initial Closing) or Section 9.5 (in the case of any Subsequent Closing), shall have been delivered directly or in escrow, as applicable.

10.3 Additional Conditions Precedent to the Obligations of the EL Parties at each Subsequent Closing.

The obligations of the EL Parties to consummate the Transactions to be consummated at each Subsequent Closing are subject to the satisfaction or waiver (where permissible), at or prior to the applicable Subsequent Closing, of the following additional conditions:

(a) Lender Approvals. The Lender Approval or Refinancing in respect of each of the Contributed Properties to be contributed at such Closing shall have been obtained, unless the requirement for any such Lender Approval shall have been eliminated pursuant to the provisions of Section 7.4(c).

(b) No Intentional Breach or Default. The ATA Parties shall not have intentionally committed any material breach or default with respect to any of their representations, warranties, covenants and agreements hereunder or under any other Transaction Agreement.

(c) Other Transaction Agreements. Each of the Transactions Agreements shall be in full force and effect (assuming the execution and delivery thereof by the EL Parties and their Affiliates as may be party thereto) and no default shall have occurred under any of them.

(d) Closing Deliveries. The ATA Parties shall have delivered, or caused to be delivered, each of the items set forth in Section 9.2 and 9.4.

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10.4 Additional Conditions Precedent to the Obligations of the ATA Parties at each Subsequent Closing.

The obligations of the ATA Parties to consummate the Transactions to be consummated at each Subsequent Closing are subject to the satisfaction or waiver (where permissible), at or prior to the applicable Subsequent Closing, of the following additional conditions:

(a) Lender Approvals. The Lender Approval or Refinancing in respect of each of the Contributed Properties to be contributed at such Closing shall have been obtained, unless the requirement for any such Lender Approval shall have been eliminated pursuant to the provisions of Section 7.4(c).

(b) No Intentional Breach or Default. The EL Parties shall not have intentionally committed any material breach or default with respect to any of their representations, warranties, covenants and agreements hereunder or under any other Transaction Agreement.

(c) Other Transaction Agreements. Each of the Transactions Agreements shall be in full force and effect (assuming the execution and delivery thereof by the EL Parties and their Affiliates as may be party thereto) and no default shall have occurred under any of them.

(d) Closing Deliveries. The EL Parties shall have delivered, or caused to be delivered, each of the items set forth in Sections 9.3 and 9.5.

ARTICLE XI

TERMINATION

11.1 Termination.

At any time following the Initial Closing that any Contributed Properties remain to be contributed in any Subsequent Closing, this Agreement may be terminated, solely with respect to the contribution of any or all of the applicable remaining Contributed Properties, in writing:

(a) by ELRM, upon written notice to ATA, if ATA or ATA Holdings has breached any of its obligations hereunder and such breach has resulted or will result in the failure of any of the conditions set forth in Section 10.3 to be satisfied and such failure becomes incapable of being cured by ATA and ATA Holdings, as applicable, by the Final Closing Outside Date or, if capable of being cured by ATA and ATA Holdings, as applicable, by the Final Closing Outside Date, ATA and ATA Holdings, as applicable, does not commence to cure such breach or failure within ten (10) Business Days after its receipt of written notice thereof from ELRM and diligently pursue such cure to completion thereafter; provided that the EL Parties and their Affiliates are not then in breach of this Agreement or any of the other Transaction Agreements so as to cause any of the conditions in Section10.4 not to be satisfied; or

(b) by ATA, upon written notice to ELRM, if EL or ELRM has breached any of its obligations hereunder and such breach has resulted or will result in the failure of any of the conditions set forth in Section 10.4 to be satisfied and such failure becomes incapable of being

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cured by EL and ELRM, as applicable, by the Final Closing Outside Date or, if capable of being cured by EL and ELRM, as applicable, by the Final Closing Outside Date, EL and ELRM, as applicable, does not commence to cure such breach or failure within ten (10) Business Days after its receipt of written notice thereof from ATA and diligently pursue such cure to completion thereafter; provided that the ATA Parties and their Affiliates are not then in breach of this Agreement or any of the other Transaction Agreements so as to cause any of the conditions in Section 10.3 not to be satisfied.

(c) In the event this Agreement is terminated by a Party with respect to less than all of the remaining Contributed Properties, the Contributed Property which is the subject of such termination shall be an Excluded Property.

11.2 Effect of Termination.

(a) In the event of termination of this Agreement pursuant to and in accordance with Section 11.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability on the part of any party, or their respective officers, directors, Affiliates, Subsidiaries or partners, as applicable, to this Agreement, solely with respect to any and all Contributed Properties then remaining to be contributed, and this Agreement otherwise shall continue in full force and effect; provided, however, that notwithstanding the foregoing, the provisions that expressly survive the termination hereof pursuant to their terms shall survive the termination hereof pursuant and subject to the terms set forth in such Sections.

11.3 Fees and Expenses.

(a) Subject to the terms of Section 1.5 above and Section 11.3(b) below, all fees, costs and expenses incurred by the Parties in connection with this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby shall be paid (or reimbursed, as applicable) by ATA, including, without limitation, the EL Advisory and Acquisition Fees, the ATA Advisory Fees and all legal and other transaction and closing fees, costs and expenses, including, without limitation, Debartolo’s legal and other transaction fees and costs.

(b) If this Agreement shall be terminated pursuant to Section 11.1 above, then each Party shall be responsible for paying all of its own fees, costs and expenses incurred in connection with this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby.

(c) In the event EL shall fail to achieve Full Contribution by the Final Closing Outside Date and EL has undertaken to cure such failure pursuant to clause (i) of Section 1.2 above and shall fail to cure such failure within sixty (60) days after the Final Closing Outside Date, as described in Section 1.2(a) above, then EL shall reimburse the ATA Parties for all actual out-of-pocket fees, costs and expenses incurred by the ATA Parties in connection with this Agreement, the Transaction Agreements and the Transactions (the “ATA Costs & Expense

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Reimbursement”); it being acknowledged and agreed that ATA’s sole remedy hereunder for such failure shall be to collect the ATA Costs & Expense Reimbursement and that such failure shall not be a default hereunder or cause for termination for this Agreement.

(d)

(i) In the event that EL is obligated to pay to the ATA Parties the ATA Costs & Expenses Reimbursement, EL shall pay to the ATA Parties, from the ATA Costs & Expenses Reimbursement deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (A) the ATA Costs & Expenses Reimbursement and (B) the sum of (x) the maximum amount that can be paid to the ATA Parties without causing ATA to fail to meet the requirements of Sections 856(c) (2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”), as determined by ATA’s independent certified public accountants, plus (y) in the event ATA receives either (1) a letter from ATA’s counsel indicating that ATA has received a ruling from the Internal Revenue Service described in Section 11.3(d)(i) or (2) an opinion from ATA’s outside counsel as described in Section 11.3(d)(i), an amount equal to the ATA Costs & Expenses Reimbursement, less the amount payable under clause (x) above. To secure EL’s obligation to pay these amounts, EL shall deposit into escrow an amount in cash equal to the ATA Costs & Expenses Reimbursement with an escrow agent selected by EL and on such customary terms (subject to Section 11.3(d)(ii)) as shall be reasonably acceptable to each of ATA, EL and the escrow agent. The payment or deposit into escrow of the ATA Costs & Expenses Reimbursement, pursuant to this Section 11.3(d) shall be made within three (3) Business Days of the termination.

(ii) The escrow agreement for the escrow described in Section 11.3(d)(i) shall provide that the ATA Costs & Expenses Reimbursement in escrow or any portion thereof shall not be released to the ATA Parties unless the escrow agent receives any one or combination of the following: (i) a letter from ATA’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the ATA Parties without causing ATA to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from ATA’s accountants revising that amount, in which case the escrow agent shall release such amount to the ATA Parties, or (ii) a letter from ATA’s counsel indicating that ATA received a ruling from the Internal Revenue Service holding that the receipt by ATA of the ATA Costs & Expenses Reimbursement would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively, ATA’s outside counsel has rendered a legal opinion to the effect that the receipt by ATA of the ATA Costs & Expenses Reimbursement would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code), in which case the escrow agent shall release the remainder of the ATA Costs & Expenses Reimbursement to the ATA Parties. The EL Parties agree to amend this Section 11.3(d)(ii) at the reasonable request of ATA in order to (x) maximize the portion of the ATA Costs & Expenses Reimbursement that may be distributed to ATA hereunder without causing ATA to fail to meet

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the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve ATA’s chances of securing a favorable ruling described in this Section 11.3(d)(ii) or (z) assist ATA in obtaining a favorable legal opinion from its outside counsel as described in this Section11.3(d)(ii). The escrow agreement shall also provide that any portion of the ATA Costs & Expenses Reimbursement held in escrow for five (5) years shall be released by the escrow agent to EL. EL shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from such escrow agreement.

(e) Each of the Parties acknowledges that the agreements contained in this Section 11.3 are an integral part of the Transactions, that without these agreements the Parties would not have entered into this Agreement, and that any amounts payable pursuant to this Section 11.3 do not constitute a penalty. If EL fails to pay any amounts due to the ATA Parties pursuant to Section 11.3(b) within the time period specified therein, EL shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the ATA Parties in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. Notwithstanding anything to the contrary in this Agreement, right of the ATA Parties to receive the payments and reimbursements specified in Section 11.3(b) shall be the sole and exclusive remedy of the ATA Parties against the EL Parties and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents for the loss suffered as a result of the failure of the Transactions to be consummated, and upon payment of such amounts, none of the EL Parties or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement, the Transaction Agreements or the Transactions.

ARTICLE XII

GENERAL PROVISIONS

12.1 Non-Survival of Representations, Warranties, Covenants and Agreements.

None of the representations, warranties, covenants and agreements in this Agreement or in any certificate, instrument or writing delivered in connection herewith, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive any Closing, except for those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after such Closing.

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12.2 Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to EL or ELRM, to:

Elco Landmark Residential Holdings LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with copies, in the case of notice, to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

12.3 Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public

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policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12.4 Amendment.

This Agreement may be amended by the Parties hereto by action taken by their respective boards of directors (or similar governing body or entity) at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by the Parties hereto.

12.5 Parties in Interest.

This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, other than (i) as set forth in Section 1.4 with respect to the Contributor Parties, (ii) as set forth in the preamble to Article VI with respect to the Contributors and (iii) as set forth in Section 12.7, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof (other than Sections 5-1401 and 5-1042 of the New York General Obligation Law).

(b) Each Party agrees that any Proceeding for any Claim arising out of or related to this Agreement or the Transactions, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 12.2, and the effective date of such service of process shall be as set forth in Section 12.2.

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12.7 Waiver of Jury Trial.

Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or any of the other Transaction Agreements or the Transactions. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 12.7.

12.8 Waiver.

Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

12.9 Mutual Drafting.

Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties.

12.10 Entire Agreement.

This Agreement (including its exhibits, appendices and schedules), the other Transaction Agreements and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

12.11 Counterparts.

This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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12.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(b) As used in this Agreement, the term “knowledge” means, with respect to the ATA Parties, the actual knowledge of the Persons listed on Schedule 12.12(b)(i) and, with respect to the EL Parties, the actual knowledge of the Persons listed on Schedule 12.12(b)(ii). When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

SIGNATURE PAGES FOLLOW.]

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IN WITNESS OF THE FOREGOING, each Party executes this Master Contribution and Recapitalization Agreement as of the date first written above, by the Party’s duly authorized officer.

ATA PARTIES:	APARTMENT TRUST OF AMERICA, INC.
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer
	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc.,
		its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer

EL PARTIES:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	JLCo, LLC, its manager
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President
	ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC
	By:	Elco Landmark Residential Holdings LLC,
		its sole member
	By:	JLCo, LLC, its manager
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

APPENDIX I

DEFINITIONS

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Additional Exception” shall have the meaning set forth in Section 3.1(d).

“Adverse Consequences” shall mean all liabilities, demands, claims, actions, causes of action, costs, expenses, damages (including incidental, special, but excluding consequential and punitive damages and lost profits), Taxes, losses, penalties, fines, judgments or amounts paid in settlement, including reasonable attorneys’ and accountants’ fees, including, without limitation, all Adverse Consequences incurred by the Contributed Entity. The term Adverse Consequences expressly includes any consequences arising from the Purchaser’s sending, or failure to send, any filings relating to Transfer Taxes due, or otherwise, in connection with the transactions contemplated by this Agreement, including any interest, penalties or reassessment of the value of the Property for purposes of ad valorem taxes, and the Purchaser’s failure to pay any Transfer Taxes due in connection with the transactions contemplated by this Agreement.

“Advisor” shall have the meaning set forth in the Recitals.

“Advisor Termination Agreement” shall have the meaning set forth in Section 9.2(j).

“Affiliates” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement and each of the other Transaction Agreements, except as otherwise expressly provided, the Affiliates of the EL Parties shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“Agreed Share Value” shall have the meaning set forth in Section 2.1.

“Agreement” means this Master Contribution and Recapitalization Agreement, together with all Schedules and Exhibits attached hereto, as it and they may be amended from time to time as herein provided.

“Agreements and Instruments” shall have the meaning set forth in Section 6.7.

“Alternate Property” shall have the meaning set forth in Section 1.2(a).

“Andros Cash Payment Obligation” shall have the meaning set forth in Section 1.5(b).

“Andros Cash Payment Obligation Shares” shall have the meaning set forth in Section 1.5(b).

Appendix I-1

“Andros ICA” shall have the meaning set forth in Section 1.5(b).

“Annual Report” shall have the meaning set forth in Section 6.1.

“Applicable Documents” shall have the meaning set forth in Section 1.3(a).

“ATA” means Apartment Trust of America, Inc., a Maryland corporation.

“ATA Advisory Fees” shall have the meaning set forth in Section 6.8.

“ATA Charter Amendment” shall have the meaning set forth in Section 7.12.

“ATA Costs & Expense Reimbursement” shall have the meaning set forth in Section 11.3.

“ATA DRIP” means the dividend reinvestment plan of ATA.

“ATA Holdings” means Apartment Trust of America Holdings, L.P., a Virginia limited partnership.

“ATA Material Adverse Effect” shall have the meaning set forth in Section 6.2.

“ATA Parties” means ATA and ATA Holdings.

“Audit Inquiry Letter” shall have the meaning set forth in Section 7.8.

“Authorization” means any approval, authorization, certificate, concession, consent, exemption, franchise, grant of authority, license, Order, permission, permit, qualification, ratification, registration, waiver or variance, of or from any Governmental Authority or required by or available under any Law.

“BofA Merrill Lynch” shall have the meaning set forth in Section 6.28.

“Books and Records” means with respect to any Person the files and records of that Person relating to that Person or its Affiliates.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Cash Investment Agreement” shall have the meaning set forth in the Recitals.

“Casualty” shall have the meaning set forth in Section 3.3.

“Casualty Notice” shall have the meaning set forth in Section 3.3.

“Charter” shall have the meaning set forth in Section 7.12.

Appendix I-2

“Chosen Court” shall have the meaning set forth in Section 12.6(b).

“Claim” means any claim or demand, or assertion of either of any claim or demand, by any Person (except for those included in the definition of Proceeding).

“Closing Date” shall have the meaning set forth in Section 9.1.

“Closing” shall have the meaning set forth in Section 9.1.

“Code” shall have the meaning set forth in the Recitals.

“Condemnation Notice” shall have the meaning set forth in Section 3.2

“Contracts” means, with respect to any Contributed Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity or the Property, including but not limited to: (a) equipment leases and laundry leases relating to the Property and to which the Property Owner is a party, (b) the Existing Management Agreement, and (c) any construction, service or other contracts relating to the Property and to which the Property Owner is a party which are disclosed in writing to the ATA Parties on or before the Closing, which are acceptable to the ATA Parties in their reasonable discretion; provided, however, any equipment leases, service or other contracts that the ATA Parties do not wish to assume and which are cancellable without penalty on not more than sixty (60) days’ notice shall be caused to be terminated by ELRM simultaneous with the Closing.

“Contributed Entities” shall have the meaning set forth in the Recitals.

“Contributed Entity” shall have the meaning set forth in the Recitals.

“Contributed Entity Financial Statements” means, with respect to any Contributed Entity, the unaudited financial statements of such Contributed Entity as of and for the three-month period ended March 31, 2012.

“Contributed Interests” shall have the meaning set forth in the Recitals.

“Contributed Properties” shall have the meaning set forth in the Recitals.

“Contributed Property” shall have the meaning set forth in the Recitals.

“Contribution Agreement” shall mean a Property Contribution Agreement or an Interest Contribution Agreement, as the case may be.

“Contribution Transactions” shall have the meaning set forth in Section 1.1(a).

“Contributor Parties” shall have the meaning set forth in Section 1.4(a).

Appendix I-3

“Contributors” means, as the context may require, (i) with respect to any Contributed Property, the Persons named as contributing parties to the applicable Contribution Agreement as described in the Contribution Structure Chart or (ii) the Contributors with respect to all Contributed Properties collectively.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an Equity Interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Covered Claims” shall have the meaning set forth in Section 1.4(a).

“DB Contribution Agreement” shall have the meaning set forth in the Recitals.

“DB Properties” shall have the meaning set forth in the Recitals.

“DB Property” shall have the meaning set forth in the Recitals.

“DeBartolo” shall have the meaning set forth in the Recitals.

“Deferred Property” shall have the meaning set forth in Section 1.2(c).

“Delinquent Amounts” shall have the meaning set forth in Section 2.2(b).

“Developments and Improvements” shall have the meaning set forth in Section 6.14.

“Disclosed Liabilities” shall have the meaning set forth in Section 5.5.

“EL” means Elco Landmark Residential Holdings, LLC, a Delaware limited liability company.

“EL Advisory and Acquisition Fees” shall have the moaning set forth in Section 4.6.

“EL Contributed Properties” shall have the meaning set forth in the Recitals.

“EL Parties” means EL and ELRM.

“Employment Agreements” means collectively the Olander Employment Agreement, the Remppies Employment Agreement and the Lubeck Employment Agreement.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Environmental Law” and “Environmental Laws” shall have their respective meanings set forth in Section 6.17.

Appendix I-4

“Equity Interest” means (a) the equity ownership rights in a business entity, whether a corporation, company, joint stock company, limited liability company, general or limited partnership, joint venture, bank, association, trust, trust company, land trust, business trust, sole proprietorship or other business entity or organization, and whether in the form of capital stock, ownership unit, limited liability company interest, membership interest, limited or general partnership interest or any other form of ownership, and (b) all rights, warrants, options, convertible securities or indebtedness, exchangeable securities or other instruments or rights that are outstanding and exercisable for, convertible into or exchangeable for any Equity Interest described in the foregoing clause (a) whether at the time of issuance or upon the passage of time or occurrence of some future event.

“Escrow Agent” shall have the meaning set forth in the Recitals.

“Evercore Partners” shall have the meaning set forth in Section 4.6.

“Excluded Property” shall have the meaning set forth in Section 1.2(c).

“Executive Order” shall have the meaning set forth in Section 5.18.

“Existing Management Agreement” means, with respect to any Contributed Property, that certain property management agreement heretofore in effect by and between the Property Owner and the Existing Manager.

“Existing Manager” means, with respect to any Contributed Property, ELRM.

“FCPA” shall have the meaning set forth in Section 4.9.

“FF&E” means, with respect to any Contributed Property, all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by the Contributed Entity or the Property Owner and located in or at, or used in connection with the ownership, operation or maintenance of, the Property. FF&E shall include, but not be limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Real Property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (b) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description owned by the Contributed Entity or the Property Owner and used in the operating and maintenance of the Property, and located on or in the Real Property, and all replacements to such personal

Appendix I-5

property; (c) supply items customarily included within “Property and Equipment” under GAAP, and (d) supplies and all other tangible personal property used in connection with the operation, ownership, or maintenance of the Real Property.

“Filing” means any filing or registration with, or a written notice to, a Governmental Authority.

“Final Closing “ shall mean the closing of the Transactions in respect of the last Contributed Property or DB Contributed Property.

“Final Closing Outside Date” shall have the meaning set forth in Section 7.4.

“Former Advisor” shall have the meaning set forth in Section 7.11.

“Full Contribution” shall mean the contribution, in the aggregate, of (i) Contributed Property, (ii) DB Contributed Property, (iii) Alternate Property (if any) and/or (iv) cash paid to purchase ATA capital stock or warrants, including, without limitation, under Section 1.5 of this Agreement, resulting in the Contributors and the DB Contributors owning, directly or beneficially, at least 13,400,000 shares of ATA Common Stock in the aggregate (assuming (x) conversion of each interest in the Operating Partnership acquired pursuant to this Agreement directly or beneficially by each such Contributor and DB Contributor into one share of ATA Common Stock and (y) conversion or exercise of any other securities acquired pursuant to the Agreement that are convertible into, or exercisable for, ATA Common Stock).

“G&S Payment” shall have the meaning set forth in Section 2.3

“GAAP” shall have the meaning set forth in Section 6.1.

“Governance Agreement” shall have the meaning set forth in Section 9.2(d).

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Governmental Licenses” shall have the meaning set forth in Section 6.12.

“Hazardous Materials” shall have the meaning set forth in Section 6.17.

“Improvements” means, with respect to any Contributed Property, all buildings and other structures and improvements situated on the Land, to the extent the same form a part of the Property.

Appendix I-6

“Initial Closing” shall have the meaning set forth in Section 9.1.

“Initial Closing Date” shall have the meaning set forth in Section 9.1.

“Intangible Property” means, with respect to any Contributed Property, all (a) Permits, contract rights, and warranties, and (b) certificates, licenses, warranties, guarantees, Contracts, patents, trademarks, copyrights and other intellectual property related to the Property held by the Contributed Entity or the Property Owner and/or their respective Affiliates, including without limitation, their respective trades or businesses the names, and the exclusive right to use the names set forth on Schedule C attached hereto and any abbreviations or variations thereof.

“Intellectual Property” shall have the meaning set forth in Section 6.10.

“Interest Contribution Agreement” shall have the meaning set forth in the Recitals.

“IPO” shall mean the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of ATA’s Common Stock registered under the Securities Act of 1933, as amended, that occurs after the date hereof and in conjunction with which shares of ATA Common Stock are listed for trading on the New York Stock Exchange.

“IRS” shall mean the Internal Revenue Service

“Knowledge” shall have the meaning set forth in Section 12.12(b).

“Land” means, with respect to any Contributed Property, the legal description with respect to such Contributed Property as set forth in Schedule A.

“Latest Balance Sheet” shall have the meaning set forth in Section 5.5.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to any Contributed Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which a Tenant has a possessory right or license with respect to any portion of the Real Property and which are in effect as of the date hereof and are shown on the Rent Roll set forth in Schedule 5.8(c)(i) attached hereto, together with any amendments, modifications or supplements made thereto and any new Leases entered into by the Property Owner from time to time after the date hereof and before Closing that conform to the requirements of Section 7.3(b)(iii) and are shown on the Rent Roll to be delivered at Closing pursuant to the Contribution Agreement.

“Lender Approval” shall have the meaning set forth in Section 7.4.

Appendix I-7

“Lender Approval Documents” shall have the meaning set forth in Section 7.4.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Loan” means, with respect to any Contributed Property, the loan evidenced by the Loan Documents relating to the Contributed Property.

“Loan Assumption Costs” means, with respect to any Contributed Property, any and all fees, costs and expenses, including, without limitation, any loan assumption, transfer or consent fees, review fees, Lender’s attorneys’ fees and other costs, expenses and fees provided for in the Loan Documents in connection with the assumption of, or any consent from the lender to the transaction contemplated by this Agreement which are required under, the Loan Documents at the Closing.

“Loan Documents” means, with respect to any Contributed Property, the loan documents described in Schedule 5.15 attached hereto with respect to the Contributed Entity, the Property Owner and/or Property.

“Lubeck Employment Agreement” shall have the meaning set forth in Section 9.2(i).

“Make Whole Pool” shall have the meaning set forth in Section 2.3.

“Make-Whole Rightholder shall have the meaning set forth in Section 2.3.

“Material Casualty” shall have the meaning set forth in Section 3.3.

“Material Condemnation” shall have the meaning set forth in Section 3.2.

“Mission Award” shall have the meaning set forth in Section 2.3.

“Money Laundering Laws” shall have the meaning set forth in Section 4.10.

“Non-Terminable Contracts” shall have the meaning set forth in Section 5.10.

“Objection Notice” shall have the meaning set forth in Section 3.1(c)(ii).

“OFAC” shall have the meaning set forth in Section 4.11.

“Olander Employment Agreement” shall have the meaning set forth in Section 9.2(f).

“OP Amendment” shall have the meaning set forth in Section 7.11.

“OP Certificate Amendment” shall have the meaning set forth in Section 7.12.

Appendix I-8

“OP Units” shall have the meaning set forth in the Recitals.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Ordinary Course” means, with respect to any Person or Property, the ordinary course of business thereof, as the case may be, consistent with past custom and practice (including as applicable, with respect to quantity and frequency).

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Parties” means, collectively, ATA, ATA Holdings, EL and ELRM, each of which is a “Party.”

“Partnership Agreement” means the Agreement of Limited Partnership of ATA Holdings, as amended and supplemented.

“Patriot Act” shall have the meaning set forth in Section 5.18.

“Permits” means, with respect to any Contributed Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Permitted Encumbrances” means, with respect to any Contributed Property: (a) any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitments (or that would have been so set forth or disclosed if the Title Commitments had been obtained as contemplated by Section 3.1(a)) and any other exceptions to title disclosed in the Surveys (or that would have been so disclosed if the Surveys had been obtained as contemplated by Section 3.1(b)), in each case, except those matters which are excluded from being Permitted Encumbrances pursuant to Section 3.1; (b) liens for taxes, assessments and governmental charges with respect to the Property for the current year and not yet due and payable or due and payable but not yet delinquent (provided the same are paid at Closing by or on behalf of the Contributors); (c) applicable zoning regulations and ordinances and other governmental

Appendix I-9

laws, ordinances and regulations, now or hereafter in effect; (d) the Leases; (e) those matters which are not excluded from being Permitted Encumbrances pursuant to Section 3.1, (f) with respect only to the time period prior to Closing or, upon receipt of the Lender Approval, the Loan Documents evidencing and securing the Loan and (g) the matters set forth on Section 3.1(c)(i), to the extent not removed by the Parties pursuant to Section 3.1(c).

“Person” means an individual, an Entity or a Governmental Authority.

“Portfolio Material Adverse Effect” means a material adverse effect on the value of the Contributed Properties, taken as a whole and assuming the contribution of all Contributed Properties (other than those that become Excluded Properties).

“Post-Policy Exception” shall have the meaning set forth in Section 3.1(c)(ii).

“Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date.

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Prohibited Person” shall have the meaning set forth in Section 5.18.

“Property” means, with respect to any Contributed Property, collectively, all of the Contributed Entity’s Real Property, personal property, intangible or other assets, including, without limitation its ownership interest in the Real Property, the FF&E, the Contracts, Leases and the Intangible Property.

“Property Contribution Agreement” shall have the meaning set forth in the Recitals.

“Property Material Adverse Effect” means, with respect to any Contributed Property, a material adverse effect on the value of such Contributed Property.

“Property Owner” means, with respect to any Contributed Property, the Person or Persons directly owning 100% of the Contributed Property.

“Qualifying Income” shall have the meaning set forth in Section 11.3(c).

“Quarterly Report” shall have the meaning set forth in Section 6.1.

“Registration Rights Agreement” shall have the meaning set forth in Section 7.10.

“Real Property” shall mean, with respect to any Contributed Property, collectively, the Land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which such Contributed Entity may now own or hereafter acquire with respect thereto.

Appendix I-10

“REIT” shall have the meaning set forth in the Recitals.

“REIT Ownership Limited Waiver” shall have the meaning set forth in Section 9.2.

“Remppies Employment Agreement” shall have the meaning set forth in Section 9.2(g).

“Rent Roll” means, with respect to any Contributed Property, the rent roll set forth in Schedule 5.8(c)(i) attached hereto, and as updated and delivered as of the Closing Date pursuant to the Contribution Agreement.

“Representation Letter” shall have the meaning set forth in Section 7.8.

“Representative” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of the Person, including legal counsel, accountants, and financial advisors.

“Required Capital Improvements” shall have the meaning given such term in Section 7.3(b)(vi).

“Right” shall have the meaning set forth in Section 2.3.

“Right Expiration Date” shall have the meaning set forth in Section 2.3.

“Schedule of Non-Terminable Contracts” shall have the meaning set forth in Section 5.10.

“SDAT” means the Maryland State Department of Assessments and Taxation.

“SEC Reports” shall have the meaning set forth in Section 6.1.

“SEC” means the United States Securities and Exchange Commission.

“Specified SEC Reports” means ATA’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K included among the SEC Reports filed prior to the date of this Agreement (excluding disclosures in the “Risk Factors” sections of any such SEC Reports).

“Straddle Period” shall mean any taxable period that includes, but does not end on, the Closing Date.

“Subsequent Closing” shall have the meaning set forth in Section 9.1.

“Subsequent Closing Date” shall have the meaning set forth in Section 9.1.

“Subsidiary” means, (i) in respect of ATA, any “subsidiary” of ATA as such term is defined in

Appendix I-11

Rule 1-02 of Regulation S-X, including, without limitation, ATA Holdings, and (ii) in respect of any other Person, any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person), (A) owns capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or equivalent) of such Person, (B) controls the management of which, directly or indirectly, through one or more intermediaries, (C) directly or indirectly through Subsidiaries owns more than 50% of the equity interests or (D) is a general partner.

“Support Services Agreement” shall have the meaning set forth in the Recitals.

“Surveys” shall have the meaning set forth in Section 3.1(b).

“Tax” means any net income, capital gains, gross income, gross receipts, sales, use, transfer (but expressly excluding any transfer tax), ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, real property, personal property, unclaimed property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Authority, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under applicable tax law or properly assessed or charged by any Governmental Authority, whether disputed or not, but expressly excluding any reassessment of a Contributed Property for any post-closing tax year due to the closing of the transactions contemplated herein, including the transfer of the Contributed Interests, or any interest or penalties incurred in connection with such change of ownership.

“Tax Protection Agreement” shall have the meaning set forth in Section 7.9 and “Tax Protection Agreements” means all of the Tax Protection Agreements.

“Tax Return” shall mean any report, return, or other information required (including any attachments or schedules required to be attached to a such report, return, or other information) required under applicable Law to be supplied (or actually supplied) to a Governmental Authority or a third party in connection with Taxes

“Tenant(s)” shall mean, with respect to any Contributed Property, the non-commercial tenant(s), licensee(s) or occupant(s) under any Leases in effect at the Real Property.

“Title Commitments” shall have the meaning set forth in Section 3.1(a).

“Title Company” means Chicago Title Insurance Company, or any other title insurance company selected from time to time by the ATA Parties.

“Title Response” shall have the meaning set forth in Section 3.1(c)(ii).

“Transaction Agreements” shall mean this Agreement, the Contribution Agreements, the DB

Appendix I-12

Contribution Agreement, the Cash Investment Agreement, the Loan Indemnification Agreements, the Registration Rights Agreement, the Tax Protection Agreements, the Governance Agreement, the Employment Agreements, the Advisor Termination Agreement and the Support Services Agreement.

“Transaction Documents” shall have the meaning set forth in Section 5.1.

“Transactions” means the contribution transactions contemplated by this Agreement and the Contribution Agreements, the contribution transactions contemplated by the DB Contribution Agreement and the transactions contemplated by the Cash Investment Agreement.

“Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the sale, transfer or conveyance of Contributed Interests, Contributed Entities and/or Contributed Properties to the ATA Parties. Transfer Taxes shall not include, and ELRM shall be solely responsible for, any Taxes due in respect of its income, net worth or capital, if any, and any privilege, sales and occupancy taxes, and any other Taxes, due or owing to any Governmental Authority in connection with the operation of the Contributed Entity and the Contributed Property for any period of time prior to the Closing, and the Parties be solely responsible for all such Taxes for any period from and after the Closing. Further, Transfer Taxes shall not include any sales, use, recordation or other similar Taxes, impositions, expenses or fees arising prior to the Closing or related to any period prior to the Closing. Further, any income Tax arising as a result of the contribution, sale and transfer of the Interests, the Contributed Entity or Contributed Property to the ATA Parties shall be the sole responsibility of ELRM.

“Warrant” shall mean any warrant issued under the Cash Investment Agreement or hereunder.

Appendix I-13

SCHEDULE A

Contributed Properties and Contributed Property Values

DB Properties and DB Property Values

Legal descriptions for all properties listed below are annexed to this Schedule A.

EL Contributed Properties

Property Name	Location	Agreed Share Value3
Grand Isles @ Bay Meadows	Jacksonville, FL	$	15,827,651
Parkway Grand	Decatur, GA	$	7,997,987
Crestmont Reserve	Dallas, TX	$	5,346,905
Milana Reserve	Tampa, FL	$	7,924,397
Kensington Station	Bedford, TX	$	4,930,582
Monterra Pointe	Arlington, TX	$	5,457,947
Lofton Meadows	Bradenton, FL	$	3,562,398
The Palisades @ Bear Creek	Euless, TX	$	2,702,480

Other Contributed Properties

Property Name	Location	Agreed Share Value
Creekside Grand	East Point, GA	$	23,503,740
Landmark at Grand Palms	Tampa, FL	$	18,965,327
Overlook at Daytona	Daytona Beach, FL	$	5,657,143
Overlook at Daytona – Marina/Boat	Daytona Beach, FL	$	2,100,000
Reserve at Mill Landing	Lexington, SC	$	6,582,864
Landmark at Heritage Fields	Arlington, TX	$	5,892,808
Landmark at Grand Meadows	Melbourne, FL	$	5,495,887
Richmond on the Fairway	Lawrenceville, GA	$	2,046,719
Landmark at Ridgewood Preserve	Arlington, TX	$	3,633,430
Manchester Park	Arlington, TX	$	2,955,568
Landmark Grand at Galleria	Hoover, Alabama	$	35,837,017

³ Reflects prorations agreed to on Settlement Statements.

Schedule A-1

DB Properties

Property Name	Location	Agreed Share Value
Bay Breeze Villas	Cape Coral-Ft. Myers, FL	$ 8,595,649
Esplanade	Orlando, Florida	$ 7,383,102

Schedule A-2

SCHEDULE B

CONTRIBUTION STRUCTURE CHART

Property	Property or Interests	Contributed Entity	Contributors	Tax Protection
Grand Isles @ Bay Meadows (26)	Contribution of Interests	Baymeadows Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Parkway Grand (16)	Contribution of Interests	Woodbury Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Crestmont Reserve (17)	Contribution of Interests	Pear Ridge Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Milana Reserve (15)	Contribution of Interests	ADMG Altamonte Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Kensington Station (18)	Contribution of Interests	Bedford Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Monterra Pointe (20)	Contribution of Interests	Cottonwood Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Lofton Meadows (14)	Contribution of Interests	El Conquistador Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes

Schedule B-1

Property	Property or Interests	Contributed Entity	Contributors	Tax Protection
The Palisades @ Bear Creek (19)	Contribution of Interests	Bear Creek Partners, LLC	Elco Landmark Residential Holdings, LLC	Yes
Creekside Grand (11)	Contribution of Interests	Elco Landmark at Creekside Grand, LLC	1. Creekside Investor LLC 2. Elco LR OPT II REIT LP	1. No 2. Yes
Landmark at Grand Palms (22)	Contribution of Interests	Landmark at Grand Palms Holdings, LLC	1. Elco Landmark Grand Palms Management, LLC 2. Legacy at Grand Palms LLC 3. Grand Palms Investor, LLC	1. Yes 2. Yes 3. No
Overlook at Daytona (10)	Contribution of Interests	Daytona Seabreeze, LLC	1. AMDG Diplomatic Partners, LP 2. SFLP Diplomatic, LLC	No
Overlook at Daytona – Marina/ Boat	Contribution of Interests	Seabreeze Daytona Marina, LLC	Joseph Lubeck	No
Reserve at Mill Landing (12)	Contribution of Interests	Century Mill Partners, LLC	Century Mill Investors, LLC	No
Landmark at Heritage Fields (24)	Contribution of Interests	Landmark at Arlington Holdings, LLC	1. Legacy Arlington, LLC 2. Elco Landmark Arlington Management, LLC	Yes
Landmark at Grand Meadows (27)	Contribution of Interests	Gilco 2 Melbourne Investor, LLC, and Landmark at Grand Meadow, LLC (TIC)	1. Gilco 2, LLC 2. Landmark at Grand Meadow Holdings, LLC	1. No 2. Yes

Schedule B-2

Property	Property or Interests	Contributed Entity	Contributors	Tax Protection
Richmond on the Fairway (21)	Contribution of Interests	Kings Carlyle Club Apartments, LLC	Kings Carlyle Club Mezz, LLC	Yes
Landmark at Ridgewood Preserve (23)	Contribution of Interests	Landmark at Arlington Holdings, LLC	1. Legacy Arlington, LLC 2. Elco Landmark Arlington Management, LLC	Yes
Manchester Park (25)	Contribution of Interests	Landmark at Arlington Holdings, LLC	1. Legacy Arlington, LLC 2. Elco Landmark Arlington Management, LLC	Yes
Landmark Grand at Galleria	Contribution of Interests	Landmark Grand at Galleria, LLC	1. Elco Landmark at Birmingham Management, LLC 2. Legacy Galleria LLC	Yes
Bay Breeze Villas	Contribution of Interests	Bay Breeze Sonesta, LLC	DK Bay Breeze, LLC	Yes
Esplanade	Contribution of Interests	Esplanade Apartments, LLC	1. DK Esplanade, LLC, 2. DK Esplanade II, LLC	Yes

Schedule B-3

EX-10.2

Exhibit 10.2

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Daytona Seabreeze, LLC,

the Contributed Entity,

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale	2
1.1    Contribution and Sale.	2
1.2    Consideration.	2
Article II. Closing	3
2.1    Closing.	3
2.2    Closing deliveries by each of the Contributors.	3
2.3    Closing deliveries by the Contributors’ Representative.	4
2.4    Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors	6
3.1    Organization and Authorization.	6
3.2    Title to Interests.	6
3.3    Absence of Defaults and Conflicts.	6
3.4    FIRPTA.	7
3.5    OFAC.	7
3.6    No Brokers.	7
3.7    No Litigation.	7
3.8    Investment Representations.	7
3.9    Exculpation and Waiver of Claims.	9
3.10NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA	11
4.1    Incorporation from Master Agreement.	11
4.2    Valid Issuance of Securities.	11
4.3    Integration.	11
Article V. Conditions Precedent	12
5.1    Conditions Precedent to the Obligations of Each Party.	12
5.2    Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3    Conditions Precedent to the Obligations of ATA and ATA Holdings.	13
Article VI. Termination	14
6.1    Termination.	14
6.2    Effect of Termination.	14
Article VII. Covenants and Other Agreements	14
7.1    Lock-Up.	14
7.2    Exclusivity.	14
7.3    Fulfillment of Conditions Precedent.	14
7.4    Admission to Partnership.	14
7.5    Further Assurances.	15
7.6    Publicity; Disclosure.	15
Article VIII. General Provisions	15
8.1    Survival.	15
8.2    Notices.	15
8.3    Severability.	16
8.4    Amendment.	17
8.5    Parties in Interest.	17
8.6    Governing Law; Jurisdiction and Venue.	17

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8.7	Waiver of Jury Trial.	17
8.8	Waiver.	17
8.9	Mutual Drafting; Consultation with Advisors.	17
8.10	Entire Agreement.	18
8.11	Counterparts.	18
8.12	Section Headings; Interpretation.	18
8.13	Contributors’ Representative.	18
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	20
8.15	Attorneys’ Fees.	20
8.16	Escrow Agreement.	20
Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

1.3 NOI Shortfall Payment. In the event the net operating income of the Property for the twelve (12) month period commencing on the date hereof is less than $1,244,400 (the lesser of (i) amount of any such shortfall and (ii) $60,000, the “NOI Shortfall Amount”), as determined by ATA in accordance with GAAP, then each Contributor shall pay its Pro Rata Share (as defined below) pursuant and subject to the terms hereof. ATA shall deliver written notice (a “NOI Shortfall Notice”) to each Contributor of any NOI Shortfall Amount promptly after such twelve (12) month period. In the event a Contributor receives a NOI Shortfall Notice, such Contributor shall pay its Pro Rata Share either (i) in cash, (ii) by surrender of one or more OP Units received hereunder, valued at $8.15 per Op Unit, or (iii) by a combination of clauses (i) and (ii) above. As used herein, the term “Pro Rata Share” means, with respect to each Contributor, the amount determined by multiplying the NOI Shortfall Amount by such Contributor’s Allocable Portion of the Purchase Price.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

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(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

4

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

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3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

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(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN

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RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the

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Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

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ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

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ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

(c) Lender Approval and Loan Modification. In connection with obtaining Lender Approval contemplated by Sections 10.3(a) and 10.3(b) of the Master Agreement, in addition to executing a consent document, the Lender and the Contributed Entity shall have executed a Third Loan Extension Agreement and Mortgage Amendment, amending that certain Amended and Restated Mortgage, Security Agreement and Fixture Filing between the Contributed Entity and Wells Fargo Bank, N.A., as the Lender, recorded December 28, 2007 in Book 6173, Page 4462 of the public records of Volusia County, Florida, as amended by that certain Loan Extension Agreement dated June 3, 2011 (the “First Extension”) and by that certain Second Loan Extension Agreement and Mortgage Amendment, dated October 9, 2011 (the “Second Extension,” and as amended, the “Mortgage”), in a form previously presented to ATA Holdings and ATA.

(d) Marina Property Closing. The Subsequent Closing under that certain Interest Contribution Agreement, dated as of the date hereof, contributing Seabreeze Daytona Marina, LLC shall have occurred.

5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

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(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Completion of Renovation of First Floor Units. The conversion of the retail space on the first floor of the Property into residential apartment units (the “First Floor Units”) shall be complete and all First Floor Units shall be in rent ready condition, or, if the conversion of the First Floor Units are not complete and in rent ready condition at or prior to the Closing, then a portion of the Contributor’s OP Units, equal to the value of the funds needed to complete the conversion of the First Floor Units, shall remain in escrow with the Escrow Agent until such time as the First Floor Units are complete and in rent ready condition.

(d) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(e) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

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7.5 Renovation of First Floor Units. The Contributors shall perform, or cause to be performed, the conversion of the First Floor Units in a good and workmanlike manner and in compliance with all applicable laws. The Contributors shall promptly pay, or cause to be paid, any and all amounts due and owing for work performed on the Property in connection with the renovation and shall not allow any liens or encumbrances to be placed on the Property in connection therewith.

7.6 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.7 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

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negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

18

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ADMG DIPLOMATIC PARTNERS, LP, a Florida limited partnership
	By:   ADMG Diplomatic GP, LLC, a Florida limited liability company, as general partner
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	Manager

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

CONTRIBUTORS:	SFLP DIPLOMATIC, LLC
	By:	/s/ Michael Simkins
	Name:	Michael Simkins
	Title:	Manager

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

CONSENT TO TRANSFERS OF INTERESTS ACKNOWLEDGED:
	/s/ Joseph Lubeck
	Joseph Lubeck
	Manager of Daytona Seabreeze, LLC

Signature Page to Interest Contribution Agreement

Relating to Daytona Seabreeze, LLC (Overlook Daytona)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
AMDG Diplomatic Partners, LP, a Florida limited partnership	29.8%		OP Units (206,693)
Notice address:
[c/o Elco Landmark Residential Management, LLC
825 Parkway Street
Jupiter, Florida 33477
Attention: Joseph Lubeck, Chief Executive Officer
Fax: (561) 745-8745
Email: jlubeck@landmarkresidential.com]
SFLP Diplomatic, LLC, a Florida limited liability company	70.2%		OP Units (487,435)

Notice address:

Attn:

Fax:

Email:

Contributed Entity: Daytona Seabreeze, LLC, a Delaware limited liability company

Property: Overlook at Daytona (Daytona Beach, FL)

Agreed Equity Value: $5,657,143

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.3

Exhibit 10.3

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors’

Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Seabreeze Daytona Marina, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, either the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) or ATA shall issue and sell shares of ATA Common Stock (“Shares”), as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units or Shares, as the case may be. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units, if any, and the Shares, if any, to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition

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to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units or Shares, as the case may be, to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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(c) Daytona Seabreeze Property Closing. The Subsequent Closing under that certain Interest Contribution Agreement, dated as of the date hereof, contributing Daytona Seabreeze, LLC shall have occurred.

5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

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(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	/s/ Joseph Lubeck
	Joseph Lubeck, an individual

Signature Page to Interest Contribution Agreement

Relating to Seabreeze Daytona Marina, LLC

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Seabreeze Daytona Marina, LLC

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Seabreeze Daytona Marina, LLC

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Seabreeze Daytona Marina, LLC

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Joseph Lubeck	100%		Shares
Notice address: c/o Elco Landmark Residential Management, LLC 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com

Contributed Entity: Seabreeze Daytona Marina, LLC, a Delaware limited liability company

Property: Marina at Overlook at Daytona (Daytona Beach, FL)

Agreed Equity Value: $2,100,000

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.4

Exhibit 10.4

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Elco Landmark at Creekside Grand, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	6
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement.	19
Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price is set forth opposite each Contributor’s Name in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor

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receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

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2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document

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on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection

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with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in

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violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

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(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities.

(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly

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institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and

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nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that the representations and warranties of the Purchaser and ATA contained in Section 4.2 and 4.3 that (i) are not made as of a specific date shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all respects as of such date.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

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(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorizing the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement . Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LR OPT II REIT LP
	By: Elco LR OPT II REIT GP LLC, its general partner
	By:	/s/ Joseph Lubeck
		Name: Joseph Lubeck
		Title: Authorized Representative

Signature Page to Interest Contribution Agreement

Relating to Elco Landmark at Creekside Grand LLC

CONTRIBUTORS:	CREEKSIDE INVESTORS LLC
	By:	/s/ Michael Dezer
		Name: Michael Dezer
		Title: Manager

Signature Page to Interest Contribution Agreement

Relating to Elco Landmark at Creekside Grand LLC

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Elco Landmark at Creekside Grand LLC

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Elco Landmark at Creekside Grand LLC

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Elco Landmark at Creekside Grand LLC

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto,

Appendix 1-1

(ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012 Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price1	Securities
Elco LR OPT II REIT LP, a Delaware limited partnership	92.5%	OP Units (2,668,758)
notice address: c/o Elco Landmark Residential Management, LLC 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com
Creekside Investors LLC, a Florida limited liability company	7.5%	OP Units (215,136)
notice address:              Attention:                                                       Fax:                                                                 Email:

Contributed Entity:

Elco Landmark at Creekside Grand, a Delaware limited liability company

Property: Creekside Grand (East Point, GA)

Agreed Equity Value:: $23,503,740

¹  Results from calculating distributions through the waterfall in the operating agreement.

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.5

Exhibit 10.5

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Century Mill Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement.	19

Index of Schedules

Schedule A:	Contribution Schedule
Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver to Purchaser, each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver to Contributor, each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor.

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Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the

16

Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	CENTURY MILL INVESTORS, LLC
	By:	ADMG Century Mill Partners LP, a Florida limited partnership, its managing member
		By:	ADMG Century Mill GP, LLC, a Florida limited liability company, its general partner
			By:	/s/ Joseph Lubeck
				Name: Joseph Lubeck
				Title: Manager

Signature Page to Interest Contribution Agreement

Relating to Century Mill Partners, LLC (Mill Landing)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Century Mill Partners, LLC (Mill Landing)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Century Mill Partners, LLC (Mill Landing)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Century Mill Partners, LLC (Mill Landing)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix I-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix I-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix I-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Century Mill Investors, LLC, a Delaware limited partnership	100%		OP Units

Notice address:

c/o Elco Landmark Residential Management

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity: Century Mill Investors, LLC, a Delaware limited liability company

Property: Lexington, SC

Gross Purchase Price: $6,582,864

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.6

Exhibit 10.6

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

El Conquistador Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement.	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the

16

Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

19

IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC
		a Florida limited liability company
		its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to El Conquistador Partners, LLC (Lofton Meadows)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to El Conquistador Partners, LLC (Lofton Meadows)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to El Conquistador Partners, LLC (Lofton Meadows)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to El Conquistador Partners, LLC (Lofton Meadows)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%		OP Units
Notice address:
825 Parkway Street
Jupiter, Florida 33477
Attention: Joseph Lubeck, Chief Executive Officer
Fax: (561) 745-8745
Email: jlubeck@landmarkresidential.com

Contributed Entity: El Conquistador Partners, LLC, a Delaware limited liability company

Property: Lofton Meadows (Bradenton, FL)

Agreed Equity Value: $3,562,398

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

[TO BE ATTACHED]

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

[TO BE ATTACHED]

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

2

EX-10.7

Exhibit 10.7

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

ADMG Altamonte Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

i

8.7	Waiver of Jury Trial.	16
8.8	Waiver.		16
8.9	Mutual Drafting; Consultation with Advisors.		16
8.10	Entire Agreement.		17
8.11	Counterparts.		17
8.12	Section Headings; Interpretation.		17
8.13	Contributors’ Representative.		17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.		19
8.15	Attorneys’ Fees.		19
8.16	Escrow Agreement		19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC a Florida limited liability company its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to ADMG Altamonte Partners, LLC (Milana)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to ADMG Altamonte Partners, LLC (Milana)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to ADMG Altamonte Partners, LLC (Milana)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to ADMG Altamonte Partners, LLC (Milana)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%	OP Units

Notice address:

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity: ADMG Altamonte Partners, LLC, a Delaware limited liability company

Property: Milana Reserve (Tampa, FL)

Agreed Equity Value: $7,924,397

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.8

Exhibit 10.8

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Woodbury Partners, LLC,

the Contributed Entity,

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation Among Contributors.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement . Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC
		a Florida limited liability company its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to Woodbury Partners, LLC (Parkway Grand)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Woodbury Partners, LLC (Parkway Grand)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Woodbury Partners, LLC (Parkway Grand)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Woodbury Partners, LLC (Parkway Grand)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%	OP Units
Notice address: 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com

Contributed Entity: Woodbury Partners, LLC, a Delaware limited liability company

Property: Parkway Grand (Decatur, GA)

Agreed Equity Value: $7,997,987

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.9

Exhibit 10.9

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Pear Ridge Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Escrow Agreement	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC a Florida limited liability company its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck Title: President

Signature Page to Interest Contribution Agreement

Relating to Pear Ridge Partners, LLC (Crestmont)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name: Title:	Joseph Lubeck President

Signature Page to Interest Contribution Agreement

Relating to Pear Ridge Partners, LLC (Crestmont)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name: Title:	Stanley J. Olander, Jr. Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Pear Ridge Partners, LLC (Crestmont)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name: Title:	Stanley J. Olander, Jr. Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Pear Ridge Partners, LLC (Crestmont)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price			Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company		100	%		OP Units

Notice address:

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity: Pear Ridge Partners, LLC, a Delaware limited liability company

Property: Crestmont Reserve (Dallas, TX)

Agreed Equity Value: $5,346,905

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.10

Exhibit 10.10

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Bedford Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation Among Contributors.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC
		a Florida limited liability company
		its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to Bedford Partners, LLC (Kensington)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Bedford Partners, LLC (Kensington)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Bedford Partners, LLC (Kensington)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Bedford Partners, LLC (Kensington)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price			Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company		100	%		OP Units
Notice address: 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com

Contributed Entity:    Bedford Partners, LLC, a Delaware limited liability company

Property:        Kensington Station (Bedford, TX)

Agreed Equity Value:        $4,930,582

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.11

Exhibit 10.11

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Bear Creek Partners, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	6
3.8	Investment Representations.	7
3.9	Exculpation Among Contributors.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly.

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ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

3

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

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2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document

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on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection

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with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in

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violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

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(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly

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institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and

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nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC
		a Florida limited liability company its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to Bear Creek Partners, LLC (Palisades)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Bear Creek Partners, LLC (Palisades)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Bear Creek Partners, LLC (Palisades)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Bear Creek Partners, LLC (Palisades)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of	Securities
	Purchase Price
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%	OP Units
Notice address: 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com

Contributed Entity: Bear Creek Partners, LLC, a Delaware limited liability company

Property: The Palisades @ Bear Creek (Euless, TX)

Agreed Equity Value: $2,702,480

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.12

Exhibit 10.12

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Cottonwood Partners, LLC,

the Contributed Entity,

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.		2
1.2	Consideration.		2
Article II. Closing			3
2.1	Closing.		3
2.2	Closing deliveries by each of the Contributors.		3
2.3	Closing deliveries by the Contributors’ Representative.		4
2.4	Closing deliveries by the Purchaser and ATA.		5
Article III. Representations and Warranties of the Contributors			5
3.1	Organization and Authorization.		5
3.2	Title to Interests.		6
3.3	Absence of Defaults and Conflicts.		6
3.4	FIRPTA.		6
3.5	OFAC.		6
3.6	No Brokers.		6
3.7	No Litigation.		7
3.8	Investment Representations.		7
3.9	Exculpation Among Contributors.		9
3.10	NO TAX REPRESENTATIONS.		10
Article IV. Representations and Warranties of the Purchaser and ATA			10
4.1	Incorporation from Master Agreement.		10
4.2	Valid Issuance of Securities.		10
4.3	Integration.		11
Article V. Conditions Precedent			11
5.1	Conditions Precedent to the Obligations of Each Party.		11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.		12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.		12
Article VI. Termination			13
6.1	Termination.		13
6.2	Effect of Termination.		13
Article VII. Covenants and Other Agreements			13
7.1	Lock-Up.		13
7.2	Exclusivity.		13
7.3	Fulfillment of Conditions Precedent.		13
7.4	Admission to Partnership.		14
7.5	Further Assurances.		14
7.6	Publicity; Disclosure.		14
Article VIII. General Provisions			14
8.1	Survival.		14
8.2	Notices.		14
8.3	Severability.		15
8.4	Amendment.		16
8.5	Parties in Interest.		16
8.6	Governing Law; Jurisdiction and Venue.		16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

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INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

ed and in effect from time to time, the “Master Agreement”), dated as of [            ] [        ], 2012, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and

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after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

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(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership.ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC
		a Florida limited liability company
		its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to Cottonwood Partners, LLC (Monterra)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Title:	Joseph Lubeck
	Name:	President

Signature Page to Interest Contribution Agreement

Relating to Cottonwood Partners, LLC (Monterra)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Cottonwood Partners, LLC (Monterra)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Cottonwood Partners, LLC (Monterra)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%	OP Units
Notice address: 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com

Contributed Entity: Cottonwood Partners, LLC, a Delaware limited liability company

Property: Monterra Pointe (Arlington, TX)

Agreed Equity Value: $5,457,947

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

[TO BE ATTACHED]

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.13

Exhibit 10.13

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Kings Carlyle Club Apartments, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation Among Contributors.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

a duly executed counterpart of each Joinder, if any;

(b) a duly executed counterpart of the Settlement Statement;

(c) a duly executed counterpart of the Registration Rights Agreement;

(d) a duly executed counterpart of each Tax Protection Agreement, if any;

(e) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America,

Inc. 4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	KINGS CARLYLE CLUB MEZZ, LLC
	By:	/s/ Joseph Lubeck
		Name: Joseph Lubeck
		Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Kings Carlyle Club Apartments, LLC (Richmond)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Kings Carlyle Club Apartments, LLC (Richmond)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Kings Carlyle Club Apartments, LLC (Richmond)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Kings Carlyle Club Apartments, LLC (Richmond)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Kings Carlyle Club Mezz, LLC, a Delaware limited partnership	100%	OP Units

Notice address:

c/o Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity: Kings Carlyle Club Apartments, LLC, a Delaware limited liability company

Property: Richmond on the Fairway (Lawrenceville, GA)

Agreed Equity Value: $2,046,719

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.14

Exhibit 10.14

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Landmark at Grand Palms Holdings, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK GRAND PALMS MANAGEMENT, LLC
	By:	Elco Landmark Residential Holdings, LLC, a Delaware limited liability company, its sole member
		By:	JLCo, LLC, a Florida limited liability company, its manager
			By:	/s/ Joseph Lubeck
				Name: Joseph Lubeck
				Title: President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

CONTRIBUTORS:	LEGACY GRAND PALMS LLC
	By:	/s/ David B. St. Pierre
		Name: David B. St. Pierre
		Title: CEO

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

CONTRIBUTORS:	GRAND PALMS INVESTOR, LLC
	By:	/s/ Michael Dezer
		Name: Michael Dezer
		Title: Manager

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Gustav Remppies
	Name:	Gustav Remppies
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Palms Holdings LLC

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto,

Appendix 1-1

(ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012 Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price1		Securities
Elco Landmark Grand Palms Management, LLC, a Delaware limited liability company		51.5%		OP Units (1,199,492)
notice address: c/o Elco Landmark Residential Management, LLC 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck, Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com
Legacy at Grand Palms LLC, a Delaware limited liability company		37.2%		OP Units (865,324)

Notice address:

c/o Legacy Capital Partners

The Offices at Legacy Village

25333 Cedar Road, Suite 300

Lyndhurst, OH 44124

Attention: David St. Pierre

Fax: (216) 381-2901

Email: dsp@lcp1.com

With a copy to:

David R. Tavolier Esq.

Kahn Kleinman, LPA

1301 East Ninth Street, Suite 2600

Cleveland, OH 44114

Fax: (216) 623-4912

Email: dtavolier@kahnkleinman.com

¹  Results from calculating distributions through the waterfall in the operating agreement.

Grand Palms Investor, LLC, a Florida limited liability company 11.3% OP Units (262,219)

notice address:

Attention:

Fax:

Email:

Contributed Entity:

Landmark at Grand Palms Holdings, LLC, a Delaware limited liability company

Property:         Landmark at Grand Palms (Tampa, FL)

Agreed Equity Value:         $18,965,327

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.15

Exhibit 10.15

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Landmark at Arlington Holdings, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the properties (the “Properties”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”), as indicated with respect to such Contributor on Schedule A hereto, in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Properties shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

2

the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Properties substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Properties;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Properties that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Properties that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS RERPESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Properties or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. . Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

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(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Properties, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement . Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	LEGACY ARLINGTON LLC
	By:	/s/ David B. St. Pierre
	Name:	David B. St. Pierre
	Title:	CEO

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

CONTRIBUTORS:	ELCO LANDMARK ARLINGTON MANAGEMENT, LLC
	By: Elco Landmark Residential Holdings, LLC, a Delaware limited liability company, its sole member
		By: JLCo, LLC, a Florida limited liability company, its manager
			By:	/s/ Joseph Lubeck
			Name:	Joseph Lubeck
			Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

ACKNOWLEDGED AND AGREED TO BY:
	/s/ Joseph Lubeck
	Joseph Lubeck
	Manager of Daytona Seabreeze, LLC

Signature Page to Interest Contribution Agreement

Relating to Landmark at Arlington Holdings, LLC

(Ridgewood, Heritage and Manchester)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Properties.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Properties, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Properties.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Properties, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Properties.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Properties, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Properties, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Properties at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Properties, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Properties to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price1			Securities
Legacy Arlington, LLC a Delaware limited liability company		45.2	%		OP Units	(692,721)
Notice address:
c/o Legacy Capital Partners
The Offices at Legacy Village
25333 Cedar Road, Suite 300
Lyndhurst, OH 44124
Attention: David St. Pierre
Fax: (216) 381-2901
Email: dsp@lcp1.com
With a copy to:
David R. Tavolier Esq.
Kahn Kleinman, LPA
1301 East Ninth Street, Suite 2600
Cleveland, OH 44114
Fax: (216) 623-4912
Email: dtavolier@kahnkleinman.com
Elco Landmark Arlington Management, LLC a Delaware limited liability company		54.8	%		OP Units	(838,789)
Notice address:
c/o Elco Landmark Residential Management, LLC
825 Parkway Street
Jupiter, Florida 33477
Attention: Joseph Lubeck, Chief Executive Officer
Fax: (561) 745-8745
Email: jlubeck@landmarkresidential.com

¹  Results from calculating distributions through the waterfall in the operating agreement.

Schedule A-1

Contributed Entity: Landmark at Arlington Holdings, LLC, a Delaware limited liability company

Properties:	Landmark at Ridgewood Preserve (Arlington, TX)
	Landmark at Heritage Fields (Arlington, TX)
	Manchester Park (Arlington, TX)

Agreed Equity Value:	$3,633,430 – Landmark at Ridgewood Preserve
	$5,892,808 – Landmark at Heritage Fields
	$2,955,568 – Manchester Park
	$12,481,806 – Total

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

[TO BE ATTACHED]

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.16

Exhibit 10.16

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Bay Meadows Partners, LLC,

the Contributed Entity,

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

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8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement.	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

14

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

15

8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

18

(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

19

IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK RESIDENTIAL HOLDINGS, LLC
	By:	JLCo, LLC a Florida limited liability company its member manager
		By:	/s/ Joseph Lubeck
			Name: Joseph Lubeck
			Title: President

Signature Page to Interest Contribution Agreement

Relating to Baymeadows Partners, LLC (Freedom Place)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Baymeadows Partners, LLC (Freedom Place)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Baymeadows Partners, LLC (Freedom Place)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Baymeadows Partners, LLC (Freedom Place)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Elco Landmark Residential Holdings LLC, a Delaware limited liability company	100%	OP Units

Notice address:

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity: Baymeadows Partners, LLC, a Delaware limited liability company

Property: Grand Isles @ Bay Meadows (Jacksonville, FL)

Gross Purchase Price: $15,827,651

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.17

Exhibit 10.17

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Landmark at Grand Meadow, LLC,

the Contributed Entity,

                    , 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	6
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation and Waiver of Claims.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	10
4.3	Integration.	11
	Article V. Conditions Precedent	11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	13
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

i

8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting; Consultation with Advisors.	16
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19
8.16	Escrow Agreement	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [            ] [    ], 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity directly owns a 83.34% tenancy-in-common interest in the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors.

At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

a duly executed counterpart of each Joinder, if any;

(b) a duly executed counterpart of the Settlement Statement;

(c) a duly executed counterpart of the Registration Rights Agreement;

(d) a duly executed counterpart of each Tax Protection Agreement, if any;

(e) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

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(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

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7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

14

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

15

8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

(a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(b) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

18

(c) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

19

IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	LANDMARK AT GRAND MEADOW HOLDINGS, LLC
	By: Elco Landmark Grand Meadow Management, LLC, a Delaware limited liability company, its managing member
		By: Elco Landmark Residential Holdings, LLC, a Delaware limited liability company, its sole member
			By: JLCo, LLC, a Florida limited liability company, its manager
			By:	/s/ Joseph Lubeck
			Name:	Joseph Lubeck
			Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Meadow Holdings, LLC (Grand Meadows)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Meadow Holdings, LLC (Grand Meadows)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Meadow Holdings, LLC (Grand Meadows)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark at Grand Meadow Holdings, LLC (Grand Meadows)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Landmark at Grand Meadow Holdings, LLC, a Delaware limited liability company	100%1	OP Units (363,783)

Notice address:

c/o Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

Contributed Entity:

Landmark at Grand Meadow LLC, a Delaware limited liability company

Property: Landmark at Grand Meadows (Melbourne, FL)

Agreed Equity Value: $2,972,161²

¹  This Contributor only owns a tenancy-in-common interest.

²  See Footnote 1. Agreed Equity Value for entire property is $5,495,887.

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.18

Exhibit 10.18

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Gilco 2 Melbourne Investor LLC,

the Contributed Entity,

August 3, 2012

TABLE OF CONTENTS

1. Contribution and Sale	2
A. Contribution and Sale.	2
B. Consideration.	2
2. Closing	3
A. Closing.	3
B. Closing deliveries by each of the Contributors.	3
C. Closing deliveries by the Contributors’ Representative.	4
D. Closing deliveries by the Purchaser and ATA.	5
3. Representations and Warranties of the Contributors	5
A. Organization and Authorization.	5
B. Title to Interests.	6
C. Absence of Defaults and Conflicts.	6
D. FIRPTA.	6
E. OFAC.	6
F. No Brokers.	6
G. No Litigation.	7
H. Investment Representations.	7
I. Exculpation and Waiver of Claims.	9
J. NO TAX REPRESENTATIONS.	10
4. Representations and Warranties of the Purchaser and ATA	10
A. Incorporation from Master Agreement.	10
B. Valid Issuance of Securities.	10
C. Integration.	11
5. Conditions Precedent	11
A. Conditions Precedent to the Obligations of Each Party.	11
B. Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
C. Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
6. Termination	13
A. Termination.	13
B. Effect of Termination.	13
7. Covenants and Other Agreements	13
A. Lock-Up.	13
B. Exclusivity.	13
C. Fulfillment of Conditions Precedent.	13
D. Admission to Partnership.	14
E. Further Assurances.	14
F. Publicity; Disclosure.	14
8. General Provisions	14
A. Survival.	14
B. Notices.	14
C. Severability.	15
D. Amendment.	16
E. Parties in Interest.	16
F. Governing Law; Jurisdiction and Venue.	16

i

G. Waiver of Jury Trial.	16
H. Waiver.	16
I. Mutual Drafting; Consultation with Advisors.	16
J. Entire Agreement.	17
K. Counterparts.	17
L. Section Headings; Interpretation.	17
M. Contributors’ Representative.	17
N. Contribution to Certain Potential Liabilities Under Master Agreement.	19
O. Attorneys’ Fees.	19
P. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.	19
Q. Escrow Agreement	19

Index of Schedules

Schedule A: Contribution Schedule

Index of Exhibits

Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity directly owns a 16.66% tenancy-in-common interest in the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

1.

CONTRIBUTION AND SALE

A. Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

B. Consideration.

(i) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) as indicated with respect to such Contributor on Schedule A hereto in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(ii) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.B(i), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.H (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(iii) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.B(i) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to

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the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

2.

CLOSING

A. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article 5 of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

B. Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(i) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(ii) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(iii) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(iv) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(v) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(vi) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(vii) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(viii) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

C. Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(i) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(ii) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(iii) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(iv) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(v) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(vi) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(vii) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(viii) a duly executed counterpart of the Settlement Statement; and

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(ix) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

D. Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(i) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(ii) a duly executed counterpart of each Joinder, if any;

(iii) a duly executed counterpart of the Settlement Statement;

(iv) a duly executed counterpart of the Registration Rights Agreement;

(v) a duly executed counterpart of each Tax Protection Agreement, if any;

(vi) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

3.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

A. Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such

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Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

B. Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

C. Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

D. FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

E. OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

F. No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

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G. No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

H. Investment Representations.

(i) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(ii) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(iii) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(iv) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(v) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(vi) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(vii) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(viii) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(ix) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(x) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities

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hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(xi) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(b) Any legend set forth in, or required by, the other Transaction Agreements.

(c) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(d) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

I. Exculpation and Waiver of Claims.

(i) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement), including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

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(ii) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(iii) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’ Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

J. NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE 4, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

4.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

A. Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

B. Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article 3 of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion

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of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article 3 of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

C. Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) or the Shares by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

5.

CONDITIONS PRECEDENT

A. Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(i) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

(ii) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

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B. Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(i) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(ii) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(iii) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.B(i) and 5.B(ii).

(iv) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.D.

C. Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(i) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

(ii) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(iii) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.C(i) and 5.C(ii) solely as to such Contributor.

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(iv) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.B and 2.C.

6.

TERMINATION

A. Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(i) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(ii) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

B. Effect of Termination. If this Agreement is terminated pursuant to Section 6.A, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.B shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

7.

COVENANTS AND OTHER AGREEMENTS

A. Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

B. Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

C. Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article 5 hereof.

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D. Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

E. Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

F. Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

8.

GENERAL PROVISIONS

A. Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

B. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

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with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

C. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

15

D. Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

E. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

F. Governing Law; Jurisdiction and Venue.

(i) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(ii) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.B, and the effective date of such service of process shall be as set forth in Section 8.B.

G. Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.G.

H. Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

I. Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive

16

negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

J. Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

K. Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

L. Section Headings; Interpretation.

(i) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(ii) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

M. Contributors’ Representative.

(i) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken

17

by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.M, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.M or any decisions made by the Contributors’ Representative in accordance with this Section 8.M shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(ii) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.M.

18

(iii) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

N. Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.M, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

O. Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

Q. Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	GILCO 2, LLC
	By:	/s/ Michael Dezer
	Name:	Michael Dezer
	Title:	Manager

Signature Page to Interest Contribution Agreement

Relating to Gilco 2 Melbourne Investor LLC (Grand Meadows)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Gilco 2 Melbourne Investor LLC (Grand Meadows)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Gilco 2 Melbourne Investor LLC (Grand Meadows)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Gilco 2 Melbourne Investor LLC (Grand Meadows)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto, (ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012

Appendix 1-1

Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price	Securities
Gilco 2, LLC, a Florida limited liability company	100%1	OP Units (309,060)
Notice address:
Attn:
Fax:
Email:

Contributed Entity:

Gilco 2 Melbourne Investor LLC, a Florida limited liability company

Property:         Landmark at Grand Meadows (Melbourne, FL)

Agreed Equity Value:             $2,523,726²

¹  This Contributor only owns a tenancy-in-common interest.

²  See Footnote 1. Agreed Equity Value is $5,495,887.

Schedule A-1

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

[TO BE ATTACHED]

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

[TO BE ATTACHED]

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EX-10.19

Exhibit 10.19

INTEREST CONTRIBUTION AGREEMENT

by and among

THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO,

as the Contributors,

ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

as the Purchaser

and

APARTMENT TRUST OF AMERICA, INC.,

Relating to

Landmark Grand at Galleria, LLC,

the Contributed Entity

August 3, 2012

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale.	2
1.2	Consideration.	2
Article II. Closing		3
2.1	Closing.	3
2.2	Closing deliveries by each of the Contributors.	3
2.3	Closing deliveries by the Contributors’ Representative.	4
2.4	Closing deliveries by the Purchaser and ATA.	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization.	5
3.2	Title to Interests.	6
3.3	Absence of Defaults and Conflicts.	6
3.4	FIRPTA.	6
3.5	OFAC.	6
3.6	No Brokers.	7
3.7	No Litigation.	7
3.8	Investment Representations.	7
3.9	Exculpation Among Contributors.	9
3.10	NO TAX REPRESENTATIONS.	10
Article IV. Representations and Warranties of the Purchaser and ATA		10
4.1	Incorporation from Master Agreement.	10
4.2	Valid Issuance of Securities.	11
4.3	Integration.	11
Article V. Conditions Precedent		11
5.1	Conditions Precedent to the Obligations of Each Party.	11
5.2	Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative.	12
5.3	Conditions Precedent to the Obligations of ATA and ATA Holdings.	12
Article VI. Termination		13
6.1	Termination.	13
6.2	Effect of Termination.	13
Article VII. Covenants and Other Agreements		13
7.1	Lock-Up.	13
7.2	Exclusivity.	13
7.3	Fulfillment of Conditions Precedent.	14
7.4	Admission to Partnership.	14
7.5	Further Assurances.	14
7.6	Publicity; Disclosure.	14
Article VIII. General Provisions		14
8.1	Survival.	14
8.2	Notices.	14
8.3	Severability.	15
8.4	Amendment.	16
8.5	Parties in Interest.	16
8.6	Governing Law; Jurisdiction and Venue.	16

i

8.7	Waiver of Jury Trial.	16
8.8	Waiver.	16
8.9	Mutual Drafting.	17
8.10	Entire Agreement.	17
8.11	Counterparts.	17
8.12	Section Headings; Interpretation.	17
8.13	Contributors’ Representative.	17
8.14	Contribution to Certain Potential Liabilities Under Master Agreement.	19
8.15	Attorneys’ Fees.	19

Index of Schedules
Schedule A:	Contribution Schedule
Index of Exhibits
Exhibit A:	Form of Instrument of Assignment
Exhibit B:	Form of Joinder to OP Agreement
Exhibit C:	Form of Release of Claims
Exhibit D:	Form of Liability Contribution Agreement
Exhibit E:	Form of Purchase Promissory Note

ii

INTEREST CONTRIBUTION AGREEMENT

This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. This Agreement is entered into pursuant to the Master Contribution and Recapitalization Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof by and among ATA, ATA Holdings, Elco Landmark Residential Holdings, LLC, a Delaware limited liability company (“EL”) and ELRM.

B. ATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. ATA has been organized and operated to qualify as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). ATA holds all or substantially all of its properties through ATA Holdings, its operating partnership.

C. The Contributors collectively are the direct owners of 100% of the limited partnership interests or limited liability company interests, as the case may be (the “Interests”), in the Entity identified on Schedule A hereto as the Contributed Entity (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, the property (the “Property”), to be indirectly contributed to the Purchaser hereby pursuant to the contribution of the Interests, as identified on Schedule A hereto.

D. The Parties desire to provide for the contribution of the Interests to the Purchaser, in exchange for consideration consisting of either limited partnership interests in the Purchaser or common stock of ATA (or cash, in the case of any Contributor that does not qualify to receive securities), cash and/or a promissory note from Purchaser, as applicable, all upon the terms and subject to the conditions set forth below, such contribution to occur as part of the Initial Closing or a Subsequent Closing under the Master Agreement, as the case may be.

E. Appendix 1 to this Agreement contains certain definitions and cross-references to terms defined in the body of the Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Master Agreement.

NOW, THEREFORE, the Parties acknowledge the adequacy of the consideration provided to each through their respective representations, warranties, conditions, rights and promises contained in this Agreement and, intending to be legally bound, agree as provided below.

ARTICLE I.

CONTRIBUTION AND SALE

1.1 Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

1.2 Consideration.

(a) Securities. The aggregate purchase price for the Interests shall be the amount of the Agreed Equity Value set forth on Schedule A hereto, as the same may be adjusted pursuant to the provisions of the Master Agreement (such adjusted amount, the “Purchase Price”). At and subject to the Closing, to each Contributor, (i) the Purchaser shall issue and sell limited partnership interest units in the Purchaser (“OP Units”) in number equal to the quotient of (1) such Contributor’s Allocable Portion of the Purchase Price divided by (2) $8.15, rounded up to the nearest whole number of OP Units (ii) the Purchaser shall deliver cash and/or (iii) the Purchaser shall deliver a promissory note in the form attached hereto as Exhibit E (the “Purchaser Promissory Note”), all as indicated with respect to such Contributor on Schedule A hereto. Each Contributor’s “Allocable Portion” of the Purchase Price shall be determined by the Contributors’ Representative in accordance with the allocation methodology set forth in Schedule A hereto. This Agreement refers to the OP Units to be issued hereunder as the “Securities.”

(b) Cash for Non-Qualified Contributors. Notwithstanding the provisions of Section 1.2(a), in the event that the Purchaser reasonably determines, with the written consent of the Contributors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), that any Contributor is not, or will not be as of the Closing, capable of making the representations and warranties set forth in Section 3.8 (including, without limitation, the representation and warranty that such Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (each such Contributor, if any, a “Non-Qualified Contributor”), then, in lieu of the issuance and sale of Securities to such Non-Qualified Contributor by the Purchaser or ATA, the Purchaser shall pay to such Non-Qualified Contributor its Allocable Portion of the Purchase Price in cash, by wire transfer of immediately available funds to the account designated by the Contributors’ Representative on behalf of such Non-Qualified Contributor.

(c) Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition

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to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other location as the Purchaser and the Contributors’ Representative may mutually agree, only as a part of, and simultaneously with, the first to occur after the satisfaction (or waiver if permitted) of the conditions set forth in Article V of this Agreement of the Initial Closing or a Subsequent Closing under the Master Agreement. The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing deliveries by each of the Contributors. At the Closing, each Contributor (except as otherwise provided below) will deliver or cause the Escrow Agent to deliver to Purchaser each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) a duly executed instrument of assignment substantially in the form attached hereto as Exhibit A;

(b) in the case of any Contributor to receive OP Units hereunder, a duly executed joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (each a “Joinder”);

(c) a duly executed release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) in the case of any Contributor to receive Securities hereunder, the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by such Contributor;

(f) in the case of any Contributor to receive OP Units hereunder, to the extent, if any, required by the Master Agreement, a Tax Protection Agreement with respect to the Contributed Entity and the Property substantially in the form attached as an exhibit to the Master Agreement (each a “Tax Protection Agreement”), duly executed by such Contributor;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by such Contributor or its Affiliates or any of their respective directors, managers and officers;

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(h) any and all other instruments and documents required to be delivered by such Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing deliveries by the Contributors’ Representative. At the Closing, the Contributors’ Representative will deliver, or cause Escrow Agent to deliver, to Purchaser each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements), all of which (except the updated “Rent Roll” described in paragraph (a) below and the Settlement Statement described in paragraph (h) below) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) an updated Rent Roll dated within one (1) Business Day of the Closing Date;

(b) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributors’ Representative’s control as of the Closing Date) for the Property;

(c) the original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in the Contributors’ Representative’s control as of the Closing Date;

(d) any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement or the Master Agreement to be terminated or released prior to Closing;

(e) certified copies of all Organizational Documents, applicable resolutions, if any, certificates of incumbency, and good standing certificates with respect to the Contributed Entity and each of its Subsidiaries, if any;

(f) corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, any of its Subsidiaries and/or the Property that are in the Contributors’ Representative’s control as of the Closing Date;

(g) resignations of all directors, managers and officers of the Contributed Entity and each of its Subsidiaries, if any, effective as of the Closing, to the extent such positions are held by the Contributors’ Representative or its Affiliates or any of their respective directors, managers and officers;

(h) a duly executed counterpart of the Settlement Statement; and

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(i) any and all other instruments and documents required to be delivered by the Contributors’ Representative at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing deliveries by the Purchaser and ATA. At the Closing, the Purchaser and ATA will deliver, or cause Escrow Agent to deliver, to Contributor each of the following agreements, instruments and other documents (in addition to those to be delivered pursuant to the Master Agreement or any of the other Transaction Agreements) all of which (except the Settlement Statement described in paragraph (c) below)) are being duly executed, as applicable, and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Closing pursuant to the terms of the Escrow Agreement:

(a) certificates evidencing the approval of the issuance of the OP Units to be issued by the Purchaser to the Contributors to receive Securities hereunder registered in the name of each such Contributor;

(b) a duly executed counterpart of each Joinder, if any;

(c) a duly executed counterpart of the Settlement Statement;

(d) a duly executed counterpart of the Registration Rights Agreement;

(e) a duly executed counterpart of each Tax Protection Agreement, if any;

(f) a duly executed counterpart of the Purchaser Promissory Note;

(g) cash consideration, if any; and

(h) any and all other instruments and documents required to be delivered by the Purchaser or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors’ Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

3.1 Organization and Authorization. Each Contributor (other than the Contributors that are natural persons) is an entity duly organized, validly existing and in good standing in the state of its organization. Each Contributor (other than the Contributors that are natural persons) has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement, certificate, instrument or writing delivered by such Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). Each Contributor (other than the Contributors that are natural persons) has taken all necessary action to authorize

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the execution, delivery and performance of this Agreement and any other Contribution Documents. Each Contributor that is a natural person has legal competence and capacity to execute this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by any Contributor, such Transaction Document shall constitute the valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Contribution Document on behalf of any Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor. Each Contributor (other than the Contributors that are natural persons) has made available to the Purchaser true and complete copies of the Organizational Documents of such Contributor, as amended and as in effect on the date of this Agreement. No Contributor that is an entity is in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

3.3 Absence of Defaults and Conflicts. With respect to each Contributor, neither the execution and delivery of this Agreement or any other Contribution Document by such Contributor, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon such Contributor’s Interests, under (A) any Organizational Documents of such Contributor if such Contributor is an entity, (B) any contract to which such Contributor is a party, or (C) any Laws applicable to such Contributor; or (ii) require the approval, consent, authorization or act of, or the making by such Contributor of any declaration, filing or registration with, any Person.

3.4 FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at Closing pursuant to Code Section 1445(b)(2).

3.5 OFAC. No Contributor or, to the knowledge of such Contributor, any trustee, officer, agent, employee, Affiliate or person acting on behalf of such Contributor or any of its Affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

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3.6 No Brokers. Except as contemplated by the Master Agreement with respect to EL and its Affiliates, no Contributor or any of its Affiliates has or will have any obligation to pay any brokerage fees or commissions, finder’s fee, advisory fees or other similar fees related to the execution of this Agreement, any of the other Contribution Documents or the consummation of any of the transactions contemplated hereby or thereby.

3.7 No Litigation. No Proceeding or Order is pending against or affecting any Contributor or any of its Affiliates (and, to the knowledge of such Contributor, no such Proceeding or Order has been threatened in writing) (a) under any bankruptcy or insolvency Law, (b) that seeks or could be reasonably likely to seek injunctive or other relief in connection with this Agreement, any of the other Contribution Documents or the transactions contemplated hereby or thereby or (c) that reasonably could be expected to adversely affect (i) the performance by such Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.8 Investment Representations.

(a) Each Contributor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Each Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) Each Contributor acknowledges that it has (i) received, read, and fully understands the Investor Package, (ii) been provided with a reasonable opportunity to ask questions of, and receive answers and other responsive information from, knowledgeable representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative concerning the terms and conditions of the Securities being offered and sold pursuant to this Agreement and the Investor Package, the terms and conditions of the transactions contemplated by the Master Agreement and each of the other agreements included in the Investor Package, and the business, affairs, strategy, financial condition and properties of ATA and the Purchaser, both historically and after giving effect to the transactions contemplated by this Agreement and the Master Agreement and each of the other agreements included in the Investor Package, and (iv) obtained such additional materials and information requested by either such Contributor or its own representatives, including its own professional financial, legal and tax advisers, as it and its advisers have deemed necessary or advisable in order to verify the accuracy of the information contained in the Investor Package and the other information and materials provided to it by representatives of the Purchaser, ATA, Elco Landmark Residential Holdings LLC and the Contributors’ Representative.

(c) Each Contributor acknowledges that it is basing its decision to invest in the Securities on the Investor Package and its own investigation of the information contained therein or otherwise obtained by the Contributor, and that it has not relied upon any representations made by any other Person. Each Contributor recognizes that an investment in the Securities involves substantial risk and such Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

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(d) Each Contributor acknowledges that the offer and sale of the Securities has not been accompanied by the publication of any public advertisement or by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

(e) Each Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) Each Contributor is receiving the Securities for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such Securities in violation of applicable securities laws. Each of the Contributors agrees that it will not distribute, sell, transfer or enter into any contract to distribute, sell or transfer any of the Securities for a period of at least six (6) months after the date on which it receives the Securities. Each of the Contributors understands that (i) the ATA Organizational Documents, the OP Agreement, and the Registration Rights Agreement contain additional restrictions as to the transferability of the Securities, (ii) that no active trading market exists for the Securities (or the shares of ATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributors’ investment in the Securities (and the shares of ATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) Each Contributor is fully aware that the Securities have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the Securities have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(h) Each Contributor understands that none of the Purchaser, ATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent such Contributor in any way in connection with the purchase of the Securities. Each Contributor also understands that legal counsel to the Purchaser, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(i) EACH CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY

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AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE SECURITIES OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) Each Contributor further represents and warrants to ATA and Purchaser that such Contributor (or, in the case such Contributor is a fiduciary, that the beneficiary, fiduciary account, grantor or donor on whose behalf such fiduciary is acquiring the securities hereunder) (i) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000, or (ii) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000, or (iii) satisfies such other standards as may be established by any applicable state.

(k) Legends. Each Contributor understands that any certificates evidencing the Securities and any securities issued in respect of or exchange for the Securities may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM.”

(ii) Any legend set forth in, or required by, the other Transaction Agreements.

(iii) Any legend set forth in, or required by, the OP Agreement or the ATA Organizational Documents.

(iv) Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.9 Exculpation and Waiver of Claims.

(a) Notwithstanding the information contained in the Investor Package and the other information and materials provided to or otherwise obtained by the Contributors as described in Section 3.8, each Contributor understands and acknowledges that ATA, the Purchaser, the Contributors’ Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about ATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributors or to their representatives. Therefore, each Contributor understands that (a) any information in its possession regarding ATA and the Purchaser: (i) may be incomplete in whole or in part, (ii) has been provided to it by ATA and the Purchaser without any representation or warranty by them (other than as expressly set forth in this Agreement),

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including without limitation, any representation or warranty that such information (A) is true, correct, accurate or complete, or (B) does not omit any fact necessary to make any such information not misleading and (iii) does not contain any omissions or misstatements that an investor would consider material in making a decision as to whether to invest in the Securities or enter in this Agreement and (b) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of ATA and the Purchaser to make an informed decision regarding an investment in the Securities

(b) Each Contributor hereby irrevocably agrees that it will not directly or indirectly institute, join any person in instituting or take any action to directly or indirectly institute, any legal or other proceeding against ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that ATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributors in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by ATA or the Purchaser expressly set forth in this Agreement.

(c) Each Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and ATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. Each Contributor agrees that none of the Contributors, the Contributors’Representative and their respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to any Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.10 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS RERPESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONCEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA

The Purchaser and ATA, jointly and severally, hereby represent and warrant to the Contributors as follows:

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and ATA set forth in Article VI of the Master Agreement are hereby incorporated herein by reference.

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4.2 Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any security holder of ATA or the Purchaser.

4.3 Integration. None of ATA, the Purchaser or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issuable upon conversion thereof) by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

ARTICLE V.

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:

(a) No Order. No Governmental Authority with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby at the Closing illegal or otherwise restricting, preventing or prohibiting consummation of such transactions.

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(b) Simultaneous Closing under Master Agreement. The Master Agreement shall be in full force and effect and shall not have been terminated for any reason. The consummation of the transactions contemplated by the Master Agreement to be consummated at the applicable closing thereunder with respect to the Contributed Entity shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributors and the Contributors’ Representative. The obligations of each Contributor and the Contributors’ Representative to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser and ATA in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) does not or would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. The Purchaser and ATA shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. ATA shall have delivered to the Contributors’ Representative for the benefit of the Contributors a certificate, dated the Closing Date, signed by the Chief Executive Officer of ATA, for itself and as general partner of ATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(a) and 5.2(b).

(d) Closing Deliveries. The Purchaser and ATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

5.3 Conditions Precedent to the Obligations of ATA and ATA Holdings. The obligations of ATA and ATA Holdings to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Contributors in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date.

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(b) Agreements and Covenants. The Contributors shall have performed, in all material respects, all obligations to be performed by them, and complied with, in all material respects, their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.

(c) Officer Certificate. Each of the Contributors shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of such Contributor (or, in the case of a Contributor that is a natural person, by such Contributor), certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) solely as to such Contributor.

(d) Closing Deliveries. The Contributors and the Contributors’ Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 2.2 and 2.3.

ARTICLE VI.

TERMINATION

6.1 Termination. Notwithstanding anything herein to the contrary, this Agreement shall terminate prior to the Closing:

(a) automatically, without the need for further action by any Party, upon the termination of the Master Agreement; or

(b) automatically, without the need for further action by any Party, as expressly provided in the Master Agreement upon the occurrence of certain events specified therein.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, no Party shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement. For avoidance of doubt, the provisions of this Section 6.2 shall have no effect on the rights and obligations of the parties to the Master Agreement or any of the other Transaction Agreements.

ARTICLE VII.

COVENANTS AND OTHER AGREEMENTS

7.1 Lock-Up. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that it will not sell, transfer, pledge, dispose of, encumber or permit any Lien on, or issue or make any option, warrant, call or right of any kind to acquire, any of its respective Interests, or agree or commit to any of the foregoing, in each case, except for the contribution and sale to the Purchaser at the Closing as contemplated hereby.

7.2 Exclusivity. From and after the date hereof until the Closing or the earlier termination of this Agreement, each Contributor hereby agrees that neither it nor anyone acting at its direction will make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Purchaser and its representatives).

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7.3 Fulfillment of Conditions Precedent. The Parties shall use their commercially reasonable efforts to satisfy, or to ensure the satisfaction of, each of the conditions precedent to their obligations set forth in Article V hereof.

7.4 Admission to Partnership. ATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Purchaser as of the Closing Date.

7.5 Further Assurances. Following the Closing, the Parties shall, from time to time, at the request of the Purchaser or the Contributors’ Representative and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as the requesting Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Contribution Documents and the consummation of the transactions contemplated hereby and thereby.

7.6 Publicity; Disclosure. None of ATA or its Affiliates, on the one hand, or the Contributors, the Contributors’ Representative or their respective Affiliates, on the other hand, may issue any press release, make any filing with any Governmental Authority or make any other public announcement relating to this Agreement, any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written approval of the Contributors’ Representative or ATA, respectively. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a Party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by ATA or by the Contributors’ Representative, in which event ATA or the Contributors’ Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

ARTICLE VIII.

GENERAL PROVISIONS

8.1 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any of the Parties.

8.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

14

If to ELRM, to:

Elco Landmark Residential Management, LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to ATA or ATA Holdings, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to any Contributor, to such Contributor at its address set forth on Schedule A hereto.

8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Agreement to any Person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. To such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall

15

negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

8.4 Amendment. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the Parties (which may include the Contributors’ Representative signing as attorney-in-fact on behalf of some or all of the Contributors).

8.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6 Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of New York without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each Party agrees that any Proceeding for any claim arising out of or related to this Agreement or the transactions contemplated hereby, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in a New York state court sitting in New York, New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with Section 8.2, and the effective date of such service of process shall be as set forth in Section 8.2.

8.7 Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.7.

8.8 Waiver. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any Party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

16

8.9 Mutual Drafting; Consultation with Advisors. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. Without limiting the foregoing, each Party has consulted to the extent deemed appropriate by such Party with its own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning the transactions contemplated by this Agreement and the MCA and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of the transactions, and believes that entering into this Agreement is suitable and appropriate for such Party.

8.10 Entire Agreement. This Agreement (including its exhibits, appendices and schedules), the Master Agreement and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter hereof or thereof.

8.11 Counterparts. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.12 Section Headings; Interpretation.

(a) The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement,

(b) When a reference is made in this Agreement to an Article, Section, Annex or Exhibit, such reference shall be to an Article, Section, Annex or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires or unless otherwise specified. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

8.13 Contributors’ Representative.

Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such

17

Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

(a) The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement or other document executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any

18

payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13.

(b) The Contributors will severally indemnify the Contributors’ Representative (in proportion to their respective Allocable Portions of the Purchase Price) and hold the Contributors’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Contributors’ Representative and arising out of or in connection with the acceptance or administration of such Contributors’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributors’ Representative. The Contributors’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, each Contributor hereby acknowledges that ELRM has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and ATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributors. Each Contributor hereby agrees to execute and deliver to ELRM at or prior to the Closing an agreement relating to such Contributor’s contribution (based on its Allocable Portion of the Purchase Price) toward such liabilities, if any, substantially in the form attached hereto as Exhibit D.

8.15 Attorneys’ Fees. Should any Party employ attorneys to enforce any of the provisions hereof against any other Party (including, without limitation, in respect of the breach by such other Party of its representations, warranties, covenants and agreements hereunder), the Party against whom any final judgment is entered agrees to pay the prevailing Party all reasonable costs, charges, and expenses, including any attorneys’ fees and disbursements, expended or incurred in connection therewith.

8.16 Escrow Agreement. Each Contributor hereby acknowledges and agrees that (i) the documents to be executed and delivered by such Contributor hereunder are being executed simultaneously with this Agreement and delivered to the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms thereof and (ii) without limiting the terms of Section 8.13 hereof, Contributor’s Representative is authorized and directed to execute the Escrow Agreement on behalf of such Contributor and, in connection with the Closing, to authorize and direct the Escrow Agent to release and deliver the escrowed documents pursuant to the terms of the Escrow Agreement, the MCA and this Agreement, as applicable.

[Signature pages follow]

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IN WITNESS OF THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer.

CONTRIBUTORS:	ELCO LANDMARK AT BIRMINGHAM MANAGEMENT, LLC
	By:	Elco Landmark Residential Holdings, LLC,
		a Delaware limited liability company, its sole member
		By:	JLCo, LLC,
			a Florida limited liability company, its manager
			By:	/s/ Joseph Lubeck
				Name: Joseph Lubeck
				Title: President

Signature Page to Interest Contribution Agreement

Relating to Landmark Grand at Galleria, LLC (Magnolia)

CONTRIBUTORS:	LEGACY GALLERIA LLC
	By:	/s/ David B. St. Pierre
		Name: David B. St. Pierre
		Title: CEO

Signature Page to Interest Contribution Agreement

Relating to Landmark Grand at Galleria, LLC (Magnolia)

CONTRIBUTORS’ REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature Page to Interest Contribution Agreement

Relating to Landmark Grand at Galleria, LLC (Magnolia)

PURCHASER:	APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
	By:	Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark Grand at Galleria, LLC (Magnolia)

ATA:	APARTMENT TRUST OF AMERICA, INC,
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer & Chairman of the Board

Signature Page to Interest Contribution Agreement

Relating to Landmark Grand at Galleria, LLC (Magnolia)

APPENDIX 1

DEFINITIONS

“Affiliate” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is controlled by, or is under common Control with that Person. For purposes of this Agreement, except as otherwise expressly provided, the Affiliates of EL and ELRM shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

“Contracts” means, with respect to the Property, any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity, any of its Subsidiaries or the Property.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an equity interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

“Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Improvements” means, with respect to the Property, all buildings and other structures and improvements situated on the land, to the extent the same form a part of the Property.

“Investor Package” means, collectively, (i) copies of (A) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (B) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to ATA Holdings pursuant to the transactions contemplated by the Master Agreement and (C) the Securities Purchase Agreement by and among ATA, 2335887 Limited Partnership, DeBartolo Real Estate Investment, LLC, Elco Landmark Residential Holdings LLC and the other parties thereto, in each case, including each of the exhibits and schedules thereto,

Appendix 1-1

(ii) copies of ATA’s Annual Report on Form 10-K for the year ended December 31, 2011, , 2012 Annual Proxy Statement, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC since the filing date of ATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (iii) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of ATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“Law” and “Laws” mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Authority, (b) principles of common law, and (c) any Order.

“Leases” means, with respect to the Property, collectively, all leases, rental agreements, license agreements and occupancy agreements pursuant to which any non-commercial tenant, licensee or occupant has a possessory right or license with respect to any portion of the Real Property, together with any amendments, modifications or supplements made thereto.

“Lien” means any lien, encumbrance, security interest, pledge or any other title restriction of any kind.

“Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of ATA and or its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

“OP Agreement” means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Authority, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Permits” means, with respect to the Property, all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Contributed Entity or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Person” means an individual, an Entity or a Governmental Authority.

Appendix 1-2

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

“Purchaser Promissory Note” is defined in Section 1.2(a).

“Real Property” shall mean, with respect to the Property, collectively, the land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which the Contributed Entity or any of its Subsidiaries may now own or hereafter acquire with respect thereto.

“SEC Reports” means any and all reports, schedules, forms, statements and other documents required under applicable Laws to be filed or furnished by ATA to the U.S. Securities and Exchange Commission, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by such Laws.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributors’ Representative in accordance with the provisions of the Master Agreement.

“Transaction Agreements” means collectively this Agreement, the Master Agreement and the other agreements contemplated to be delivered in connection herewith or therewith.

Appendix 1-3

SCHEDULE A

CONTRIBUTION SCHEDULE

Contributors:	Allocable Portion of Purchase Price1	Securities/Purchaser Promissory Note
Elco Landmark at Birmingham Management, LLC, a Delaware limited liability company	55.6%	OP Units (2,444,868)
Notice address: c/o Elco Landmark Residential             Management, LLC 825 Parkway Street Jupiter, Florida 33477 Attention: Joseph Lubeck,                   Chief Executive Officer Fax: (561) 745-8745 Email: jlubeck@landmarkresidential.com
Legacy Galleria LLC, a Delaware limited liability company	40.2%	OP Units (1,769,063)
	2.8%	Cash
	1.4%	Purchaser Promissory Note

Notice address:

c/o Legacy Capital Partners

The Offices at Legacy Village

25333 Cedar Road, Suite 300

Lyndhurst, OH 44124

Attention: David St. Pierre

Fax: (216) 381-2901

Email: dsp@lcp1.com

With a copy to:

David R. Tavolier Esq.

Kahn Kleinman, LPA

1301 East Ninth Street, Suite 2600

Cleveland, OH 44114

Fax: (216) 623-4912

Email: dtavolier@kahnkleinman.com

¹  Results from calculating distributions through the waterfall in the operating agreement.

Contributed Entity:

Landmark Grand at Galleria, LLC, a Delaware limited liability company

Property:             Landmark Grand at Galleria (Birmingham, AL)

Agreed Equity Value:             $35,837,017

EXHIBIT A

FORM OF INSTRUMENT OF ASSIGNMENT

[TO BE ATTACHED

EXHIBIT B

FORM OF JOINDER TO OP AGREEMENT

EXHIBIT C

FORM OF RELEASE OF CLAIMS

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

EXHIBIT E

FORM OF PURCHASER PROMISSORY NOTE

EX-10.20

Exhibit 10.20

INTEREST CONTRIBUTION AGREEMENT

by and among

DK BAY BREEZE, LLC, a Florida limited liability company

the Contributor,

DEBARTOLO DEVELOPMENT, LLC,

a Delaware limited liability company,

as the Contributor’s Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

a Virginia limited partnership,

as the Partnership

and

APARTMENT TRUST OF AMERICA, INC., a Maryland corporation

August 3, 2012

Bay Breeze Villas

Cape Coral—Ft. Myers, Florida

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS.		2
SECTION 2. CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.		13
2.1            Contribution and Sale		13
2.2            Title Matters		13
2.3            Condemnation		14
2.4            Casualty		14
2.5            Excluded Liabilities and Excluded Assets		15
SECTION 3. CLOSING; CONTRIBUTION PRICE.		16
3.1            Closings		16
3.2            Agreed Contribution Value		17
3.3            Contributors’ Initial Closing Documents		17
3.4            Partnership’s Initial Closing Documents		19
3.5            Contributors’ Subsequent Closing Documents		20
3.6            Partnership’s Subsequent Closing Documents		21
3.7            Escrow Agent’s Subsequent Closing Deliveries		21
SECTION 4. CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.		21
4.1            Representations and Warranties True		21
4.2            Lender Approval		21
4.3            Contributors’ Performance		22
4.4            Title Policies		22
4.5            Permits; Consents		22
4.6            No Bankruptcy or Court Order		22
4.7            Closing Under Cash Investment Agreement		23
4.8            No Material Adverse Change		23
4.9            Closing Deliveries		23
SECTION 5. CONDITIONS TO CONTRIBUTORS’ OBLIGATION TO CLOSE.		23
5.1            Representations and Warranties True		23
5.2            Lender Approval		23
5.3            Partnership’s Performance		23
5.4            No Bankruptcy or Court Order		24
5.5            Closing Deliveries		24

i

SECTION 6. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS	24
6.1            Representation and Warranties of Contributors	24
6.2            Due Diligence Materials	34
6.3            Access	35
SECTION 7. REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.	35
7.1            Organization and Authorization	35
7.2            No Consents	36
7.3            No Conflicting Agreements	36
7.4            Litigation	36
7.5            Authorization of Issuance of Securities	36
7.6            No Registration of Securities	36
7.7            Integration	37
SECTION 8. INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.	37
8.1            Compliance with Laws and Permitted Encumbrances	37
8.2            General Operation	37
8.3            Maintenance; Contracts	38
8.4            New Leases; Vacant Units	38
8.5            Audits of the Property and Operations	38
8.6            Financial Information	38
8.7            Extraordinary Actions	39
8.8            Capital Improvements	39
8.9            Delivery and Use of Annual Financial Statements	39
8.10          Exclusivity	39
8.11          Tax Change Notices; Other Events	39
8.12          Commercially Reasonable Efforts	40
8.13          Admission to Partnership	40
SECTION 9.    APPORTIONMENTS; CLOSING COSTS.	40
9.1            Apportionments	40
9.2            Closing Costs	43
SECTION 10. TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.	43
10.1          Termination	43
10.2          Effect of Termination	43
10.3          Partnership’s Remedies for Pre-Closing Default	44
10.4          Contributors’ Remedy for Pre-Closing Default	44
10.5          Limitations on Liability	45

ii

SECTION 11. INDEMNIFICATION.	46
11.1          Contributor’s Indemnity	46
11.2          Partnership’s Indemnity	47
11.3          Indemnification Procedure	47
11.4          Survival	47
SECTION 12. TAX MATTERS.	47
12.1          Tax Matters	48
12.2          Allocation of Taxes	48
12.3          Cooperation	49
12.4          Tax Returns	49
12.5          Claims; Tax Proceedings	50
12.6          Certain Tax Elections	50
12.7          Other Treatment	50
12.8          Other Provisions	50
12.9          Survival	51
SECTION 13. MISCELLANEOUS.	51
13.1          Drafts not an Offer to Enter into a Legally Binding Contract	51
13.2          Brokerage Commissions	51
13.3          Publicity	51
13.4          Notices	52
13.5          Waivers, Etc	53
13.6          Assignment; Successors and Assigns	53
13.7          Severability	54
13.8          Counterparts, Entire Agreement, Amendments	54
13.9          Governing Law; Jurisdiction; Waiver of Jury Trial	54
13.10        Performance on Business Days	55
13.11        Attorneys’ Fees	55
13.12        Relationship	55
13.13        Section and Other Headings	55
13.14        Further Assurances	55
13.15        Force Majeure	55
13.16        Time of Essence	56
13.17        Contributors’ Representative	56
13.18        All or Nothing Transaction	57
13.19        Survival	57
13.20        ATA’s SEC Filings	57
13.21        Legends	58

iii

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Legal Description of the Land
Exhibit B	Rent Roll
Exhibit C	[Intentionally Omitted]
Exhibit D	Form of Tax Protection Agreement
Exhibit E	Form of Assignment and Assumption Agreement
Exhibit F	Form of Interest Assignments
Exhibit G	[Intentionally Omitted]
Exhibit H	Release of Claims
Exhibit I	Form of Audit Inquiry Letter
Exhibit J	Form of Joinder to Registration Rights Agreement
Exhibit K	Form of Amendment to Partnership Agreement
Exhibit L	Form of Governance Agreement
Exhibit M	Form of Articles Supplement
Exhibit N	Form of Cash Investment Agreement
Exhibit O	Form of Escrow Agreement
Exhibit P	Form of Joinder to Partnership Agreement
Schedule 1	List of Other Contribution Agreements
Schedule 2.2(c)	Objections List
Schedule 3.2(c)(ii)	List of Contributors Eligible for Tax Protection
Schedule 6.1(b)	Capitalization and Title to Interests
Schedule 6.1(d)	List of Subsidiaries
Schedule 6.1(i)	Leased FF&E
Schedule 6.1(j)	Schedule of Non-Terminable Contracts
Schedule 6.1(l)	Litigation
Schedule 6.2	List of Due Diligence Materials
Schedule 8.8	Required Capital Improvements

iv

INTEREST CONTRIBUTION AGREEMENT

THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of August 3, 2012 (the “Effective Date”), by and among (i) DK BAY BREEZE, LLC, a Florida limited liability company (the “Contributor”), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributor’s Representative”), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).

W I T N E S S E T H :

WHEREAS, the Contributor owns directly, beneficially and of record, one hundred percent (100%) of the membership interest in BAY BREEZE SONESTA, LLC, a Florida limited liability company (referred to herein as the “Contributed Entity” or the “Property Owner”); and

WHEREAS, all of the outstanding membership interests in the Contributed Entity are collectively referred to herein as the “Interests”; and

WHEREAS, the Property Owner is the owner of the real property located in Cape Coral – Ft. Myers, Florida, and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, commonly known as “Bay Breeze Villas”; and

WHEREAS, ATA is the general partner of the Partnership, and ATA holds its assets and conducts its operations through the Partnership; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the ATA and others have entered into a securities purchase agreement with the investors named therein, in the form attached hereto as Exhibit N (the “Cash Investment Agreement”), relating to the cash investment by such investors, in one or more tranches, in exchange for the securities and other consideration set forth therein; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Partnership, ATA, Elco Landmark Residential Holdings LLC, and Elco Landmark Residential Management LLC have entered into the Master Contribution Agreement and various interest contribution agreements with one or more Affiliates of the parties to the Master Contribution Agreement; and

WHEREAS, the Partnership, the Contributor and its Affiliates, as applicable, also have executed and delivered certain other agreements and instruments, both pursuant to this Agreement and the Other Contribution Agreements, all of which have been delivered to Goulston & Storrs, P.C. in its capacity as escrow agent (“Escrow Agent”), to be held by Escrow Agent in escrow pending the applicable Subsequent Closings under this Agreement and such Other Contribution Agreements pursuant to their terms and to the terms of that certain Escrow Agreement dated as of the date hereof by and between the parties and the Escrow Agent in the form attached hereto as Exhibit O; and

1

WHEREAS, the Contributor wishes to contribute the Interests in the Contributed Entity to the Partnership, and the Partnership wishes to acquire (either directly or through an Affiliate to which the Partnership may assign its rights hereunder) the Interests in the Contributed Entity and thereby acquire all of the Contributed Entity’s right, title and interest in and to the Property Owner upon the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Contributor and the Partnership hereby agree as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used in this Agreement and not defined elsewhere herein shall have the meanings set forth below, in the Section of this Agreement referred to below, or in such other document or agreement referred to below (such definitions to be equally applicable to both the singular and plural forms of the terms defined). When a reference is made in this Agreement to Sections, subsections, Schedules or Exhibits, such reference is to a Section, subsection, Schedule or Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein are deemed in each case to be followed by the words “without limitation.” The word “herein” and similar references mean, except where a specific Section reference is expressly indicated, the entire Agreement rather than any specific Section. The word “or” has, except as otherwise indicated, the inclusive meaning represented by the phrase “and/or.”

“Accredited Investors” shall have the meaning set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

“Act of Bankruptcy” shall mean: (i) if a party hereto or any general partner, manager or any Person with a Controlling Interest thereof shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or all of or a substantial part of its property; (b) admit in writing its inability to pay its debts as they become due; (c) make a general assignment for the benefit of its creditors; (d) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); (e) be adjudicated a bankrupt or insolvent; (f) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; (g) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); or (h) take any corporate or partnership action for the purpose of effecting any of the foregoing; or (ii) if a proceeding or case shall be commenced, without the application or consent of a party hereto or any general partner thereof in any court of competent jurisdiction seeking (1) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts, of such party or general partner; (2) the appointment of a receiver, custodian, trustee or liquidator for such party or general partner or all or any substantial part of its assets; or (3) other similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed; or (iii) an order (including an order for relief entered in an involuntary case under the Federal Bankruptcy Code, as now or hereinafter in effect), judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) consecutive days.

2

“Additional Exception” shall have the meaning given such term in Section 2.2(d).

“Adverse Consequences” shall mean all liabilities, demands, claims, actions, causes of action, costs, expenses, damages (including incidental, special, but excluding consequential and punitive damages and lost profits), Taxes, losses, penalties, fines, judgments or amounts paid in settlement, including reasonable attorneys’ and accountants’ fees, including, without limitation, all Adverse Consequences incurred by the Contributed Entity. The term Adverse Consequences expressly includes any consequences arising from the Partnership’s sending, or failure to send, any filings relating to Transfer Taxes due, or otherwise, in connection with the transactions contemplated by this Agreement, including any interest, penalties or reassessment of the value of the Property for purposes of ad valorem taxes, and the Partnership’s failure to pay any Transfer Taxes due in connection with the transactions contemplated by this Agreement.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, under common control with, or having a Controlling Interest in that Person and any officer, director or controlling person of that Person. For purposes of this Agreement, each Contributor and the Contributed Entity is an Affiliate of each other Contributor and the Contributed Entity.

“Agreed Contribution Value” shall mean the aggregate amount of Seventeen Million Seven Hundred Thousand and No/100 Dollars ($17,700,000.00), subject to the adjustments, credits and prorations as provided herein, payable in accordance with the provisions of Section 3.2.

“Agreement” shall mean this Interest Contribution Agreement, together with all Exhibits and Schedules attached hereto, as it and they may be amended from time to time as herein provided.

“Annual Financial Statements” shall mean the audited financial statements of the Contributed Entity, on a consolidated basis to the extent applicable, as of and for the fiscal years ended December 31, 2009, 2010 and 2011.

“Articles Supplement” shall mean the supplement to the Charter in substantially the form attached hereto as Exhibit M.

“As-Built Drawings” shall mean, with respect to the Real Property, the final “as-built” plans and specifications for the Improvements, which are to be furnished by the Contributor to the Partnership pursuant to Section 3.5(b).

“Assignment and Assumption Agreement” shall have the meaning given such term in Section 2.5.

“ATA” shall have the meaning given such term in the first paragraph of this Agreement.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

3

“Audit Inquiry Letter” shall have the meaning given such term in Section 13.20.

“Audited Year” shall have the meaning given such term in Section 13.20.

“Business Day(s)” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in the State of New York are authorized by law or executive action to close.

“Cash Investment Agreement” shall have the meaning set forth in the Recitals.

“Casualty Notice” shall have the meaning given such term in Section 2.4(a)

“Charter” means the Articles of Amendment and Restatement of ATA, as amended or supplemented from time to time, including by the Articles Supplement.

“Claims” shall have the meaning given such term in Section 11.3.

“Closing Contingencies” shall have the meaning given such term in Section 4.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder from time to time.

“Condemnation Notice” shall have the meaning given such term in Section 2.3.

“Contracts” shall mean any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity or the Property, including but not limited to: (a) equipment leases and laundry leases relating to the Property and to which the Property Owner is a party, (b) the Existing Management Agreement, and (c) any service or other contracts relating to the Property and to which the Property Owner is a party which are disclosed in writing to the Partnership on or before the Initial Closing, which are acceptable to Partnership in the Partnership’s reasonable discretion; provided, however, any equipment leases, service or other contracts that the Partnership does not wish to assume and which are cancellable without penalty on not more than sixty (60) days’ notice shall be caused to be terminated by the Contributor simultaneous with the Subsequent Closing.

“Contributed Entity” shall have the meaning given such term in the recitals.

“Contributor” shall have the meaning given such term in the first paragraph of this Agreement.

“Contributor’s Representative” shall have the meaning given to such term in the first paragraph of this Agreement.

“Controlling Interest” shall mean: (a) as to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation (through ownership of such shares or by contract), and (b) as to a Person not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

4

“Court Order” shall mean any judgment, order, award or decree of any United States federal, state or local, or any supra-national or non-United States, court or tribunal and any award in any arbitration Proceeding.

“Delinquent Amounts” shall have the meaning given such term in Section 9.1(b).

“Due Diligence Materials” shall have the meaning given such term in Section 6.2.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Escrow Agent” shall have the meaning set forth in the Recitals.

“Excluded Assets” shall mean the real property or personal property (if any) owned by the Contributor, the Contributed Entity or their Subsidiaries as of the Initial Closing Date which do not constitute, or are not located on, used or held in connection with, earned or derived from, the Property.

“Excluded Liabilities” shall have the meaning given such term in Section 2.5.

“Existing Management Agreement” shall mean that certain property management agreement heretofore in effect by and between the Property Owner and the Existing Manager.

“Existing Manager” shall mean GREP Southeast, LLC, a Delaware limited liability company.

“FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by the Property Owner and located in or at, or used in connection with the ownership, operation or maintenance of, the Property, but excluding the Excluded Assets. FF&E shall include, but not limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Real Property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (b) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description used or useful in the operating and maintenance of the Property, and located on or in the Real Property, and all modifications, replacements, alterations and additions to such personal property; (c) supply items customarily included within “Property and Equipment” under GAAP, and (d) supplies and all other tangible personal property used in connection with the operation, ownership, or maintenance of the Real Property (as such terms are customarily used and defined in the most broad and inclusive sense).

“Financial Statements” shall mean the Interim Financial Statements and the Annual Financial Statements collectively.

5

“FIRPTA Affidavits” shall have the meaning given such term in Section 3.3(o).

“Force Majeure” shall have the meaning given such term in Section 13.15.

“GAAP” shall mean Generally Accepted Accounting Principles as adopted by the American Institute of Certified Public Accountants, consistently applied.

“Governance Agreement” shall mean the Corporate Governance Agreement substantially in the form attached hereto as Exhibit L, among ATA and the other parties thereto.

“Governmental Authority” shall mean any federal, state, county or municipal government, or political subdivision thereof, any governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

“Hazardous Materials” shall mean materials, wastes or substances (including, without limitation, any pollutants or contaminants such as asbestos and raw materials which include hazardous components), hazardous mold or other similar substances or materials, that are (i) included within the definition of any one or more of the terms “hazardous substances,” “hazardous materials,” “toxic substances,” “toxic pollutants” and “hazardous waste” in the Hazardous Materials Laws, (ii) regulated, or classified as hazardous or toxic, under federal, state or local environmental laws or regulations, (iii) petroleum or petroleum by-products, including gasoline and diesel, (iv) asbestos or asbestos-containing materials, (v) polychlorinated biphenyls, (vi) flammable explosives, and (vii) radioactive materials.

“Hazardous Materials Laws” shall mean shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder.

“Improvements” shall mean all buildings, fixtures, walls, fences, landscaping and other structures and improvements situated on, affixed or appurtenant to the Land, including, but not limited to, all pavement, access ways, curb cuts, parking, kitchen and support facilities, meeting rooms, swimming pool facilities, recreational amenities, office facilities, drainage system and facilities, air ventilation and filtering systems and facilities and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone, cable television and natural gas, if applicable, to the extent the same form a part of the Property and all appurtenances thereto.

6

“Indebtedness” shall mean, at a particular time, without duplication, to the extent required to be reflected as a liability on a balance sheet prepared in accordance with GAAP, (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the Ordinary Course which are not more than ninety (90) days past due), (iv) any obligations under capitalized leases with respect to which a Person is liable as obligor, (v) any indebtedness secured by a Lien on a Person’s assets, (vi) any distributions payable or loans/advances payable to any related parties or partners as of the Initial Closing, (vii) any non-compete payments, earn-out obligations and other obligations to former owners of businesses, and (viii) any other liabilities recorded in accordance with GAAP on a balance sheet as of the Initial Closing, which are not due within one (1) year of the Initial Closing, including any unfunded employee or retiree obligations and any environmental liabilities, (ix) all guaranties in connection with the foregoing, and (x) any accrued interest, penalties, fees and expenses on any of the foregoing.

“Indemnified Party” shall have the meaning given such term in Section 11.3.

“Indemnifying Party” shall have the meaning given such term in Section 11.3.

“Initial Closing” shall have the meaning set forth in Section 3.1.

“Initial Closing Date” shall have the meaning set forth in Section 3.1.

“Intangible Property” shall mean all (a) Permits, contract rights, and warranties, and (b) certificates, licenses, warranties, guarantees, Contracts, patents, trademarks, copyrights and other intellectual property related to the Property held by the Property Owner and/or its Affiliates, including without limitation, their respective trades or businesses the names, and the exclusive right to use the name “Esplanade Apartments” and any abbreviations or variations thereof.

“Interest Assignments” shall have the meaning given such term in Section 3.3(a).

“Interests” shall have the meaning given such term in the recitals.

“Interim Financial Statements” shall mean the unaudited financial statements of the Contributed Entity as of and for the three-month period ended March 31, 2012.

“Investor Package” shall mean the information, private placement memoranda, investor questionnaires, subscription documents and other documents and information as may be necessary or advisable in form and substance mutually acceptable to the Parties in order for the Contributor to make its decisions to accept the OP Units.

“IRS” shall mean the Internal Revenue Service.

“Land” shall have the meaning given such term in the recitals.

7

“Latest Balance Sheet” shall have the meaning given such term in Section 6.1(e).

“Law” shall mean any presently existing or future federal, state, regional or local law, constitution, rule, statute, ordinance, regulation, decision, ruling, permit, certificate, requirement or order of any Governmental Authority.

“Leases” shall mean collectively all leases, rental agreements, license agreements and occupancy agreements pursuant to which a Tenant has a possessory right or license with respect to any portion of the Real Property and which are in effect as of the Effective Date and are shown on the Rent Roll attached hereto as Exhibit B, together with any amendments, modifications or supplements made thereto and any new Leases entered into by the Property Owner from time to time after the Effective Date and before the Subsequent Closing that conform to the requirements of Section 8.4 and are shown on the Rent Roll to be delivered at Subsequent Closing.

“Lender” shall mean the lender making the new Loan, or if such new Loan cannot be obtained, then the lender under the existing Loan Documents.

“Lender Approval” have the meaning given such term in Section 4.2.

“Lender Approval Documents” have the meaning given such term in Section 4.2.

“Lien” shall mean any lien, charge, covenant, adverse claim, demand, encumbrance, security interest, commitment, pledge or any other title defect or restriction of any kind.

“Loan” shall mean the new loan evidenced by the Loan Documents to be obtained by the Property Owner at the Subsequent Closing and secured by the Property, or if such new loan cannot be obtained, then the existing loan evidenced by the existing Loan Documents.

“Loan Costs” shall mean any and all fees, costs and expenses, including, without limitation, any loan application and origination fees, review fees, consent fees, Lender’s attorneys’ fees and other costs, expenses and fees provided for in the Loan Documents in connection with obtaining and closing on the new Loan (or obtaining consent to transfer under the existing Loan Documents, if applicable) at the Subsequent Closing.

“Loan Documents” shall mean either (a) all promissory notes, deeds of trust, mortgages, guaranties, assignments, documents, and instruments evidencing and securing the new Loan, in form and substance acceptable to the Partnership, to be executed and delivered at the Subsequent Closing, or (b) the existing loan documents described on Exhibit C attached hereto if the Property Owner is unable to obtain the new Loan and instead obtains consent from the existing Lender to the transactions contemplated by this Agreement and the necessary amendments in order to document such consent.

“Master Contribution Agreement” means the Master Contribution and Recapitalization Agreement of contemporaneous date herewith among the Partnership, ATA, Elco Landmark Residential Holdings LLC, a Delaware limited liability company, and Elco Landmark Residential Management LLC, a Delaware limited liability company, together with all Schedules and Exhibits attached thereto, as it and they may be amended from time to time as provided therein.

8

“Material Adverse Change” shall mean any event, change or development that is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, prospects, operations, operating results or earnings of any Contributor, the Contributed Entity, or Property.

“Net Agreed Contribution Value” shall have the meaning given such term in Section 3.2(c).

“Non-Performing Party” shall have the meaning given such term in Section 10.5(a).

“Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Objection List” shall have the meaning given such term in Section 2.2(c).

“OP Issuance Delivery Documents” shall have the meaning given to such term in Section 3.2(c)(iii) of this Agreement.

“OP Units” shall mean units of limited partnership interests in the Partnership with the rights and preferences as set forth in the Partnership Agreement, and which will, following a 12-month holding period, become redeemable by the Contributor receiving OP Units in exchange for either (i) shares of ATA common stock on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the Cash Amount (as defined in the Partnership Agreement); provided, however, if the ATA Common Stock has not become listed or admitted to trading on any national securities exchange at the time of the redemption, the Cash Amount, notwithstanding any provision in the Partnership Agreement to the contrary, shall be $8.15 per redeemed OP Unit).

“Ordinary Course” shall mean the ordinary course of business of the Contributed Entity or the Property, consistent with past custom and practice (including as applicable, with respect to quantity and frequency).

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Other Contribution Agreements” shall mean collectively the separate interest contribution agreements set forth on Schedule 1.

“Outside Closing Date” shall mean the date that is the six (6) month anniversary of the Initial Closing Date, as such date may be extended by mutual agreement of the Partnership and the Contributor.

9

“Partnership” shall mean Apartment Trust of America Holdings, L.P., a Virginia limited partnership, and its successors and assigns. The Partnership’s name is expected to be changed to Landmark Apartment Trust Holdings, L.P.

“Partnership Agreement” shall mean the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 27, 2005, as amended on June 3, 2010 and June 28, 2011, as the same may be amended from time to time, including by the amendment contemplated by Section 7.1 hereof.

“Permits” shall mean all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Property Owner or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Permitted Encumbrances” shall mean: (a) any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitments and any other exceptions to title disclosed in the Surveys which are either not objected to by the Partnership or are waived by Partnership as set forth herein; (b) liens for taxes, assessments and governmental charges with respect to the Property for the current year and not yet due and payable or due and payable but not yet delinquent (provided the same are paid by the Contributor prior to becoming delinquent); (c) applicable zoning regulations and ordinances and other governmental laws, ordinances and regulations, provided the Real Property is in compliance therewith; and (d) the Leases.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, stock company or association, joint venture, company, trust, bank, trust company, land trust, business trust, cooperative, any governmental or agency or political subdivision thereof or any other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Pre-Closing Tax Period” means any taxable period that ends on or before the Initial Closing Date.

“Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit whether civil, criminal, administrative, investigative or informal brought, conducted, commenced or heard by or before any Governmental Authority or arbitrator.

“Property” shall mean, collectively, all of the Property Owner’s Real Property, personal property, intangible or other assets, including, without limitation its ownership interest in the Real Property, the FF&E, the Contracts, Leases and the Intangible Property.

“Property Owner” shall have the meaning given such term in the recitals.

“Real Property” shall mean collectively the Land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which Property Owner now owns.

10

“Registration Rights Agreement” shall mean the joinder to the registration rights agreement in substantially the form attached hereto as Exhibit J.

“Rent Roll” shall mean the rent roll attached hereto as Exhibit B, any supplements and updates delivered or made available to the Partnership or its Representatives as part of the Due Diligence Materials, and as updated by Contributor’s Representative and delivered to Partnership as of the Subsequent Closing Date.

“Representatives” shall mean any Person’s respective officers, directors, partners, members, trustees, shareholders, controlling persons, employees, agents, advisors, attorneys, potential lenders, Affiliates or representatives.

“Required Capital Improvements” shall have the meaning given such term in Section 8.8.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Filings” shall have the meaning given such term in Section 13.20.

“SEC Reports” shall mean all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by ATA and Partnership prior to the Effective Date.

“Settlement Statement” shall mean the settlement statement to be prepared by the Title Company and executed by the Contributor and the Partnership, in a form acceptable to all parties, reflecting the various closing costs, credits and prorations contemplated by this Agreement.

“Schedule of Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Straddle Period” shall mean any taxable period that includes, but does not end on, the Initial Closing Date.

“Stub Period” shall have the meaning given such term in Section 13.20.

“Subsequent Closing” shall have the meaning set forth in Section 3.1.

“Subsequent Closing Date” shall have the meaning set forth in Section 3.1.

“Subsidiary” shall mean, in respect of any Person, any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person), (A) owns capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or equivalent) of such Person, (B) controls the management of which, directly or indirectly, through one or more intermediaries, (C) directly or indirectly through Subsidiaries owns more than 50% of the equity interests or (D) is a general partner.

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“Survey” shall have the meaning given such term in Section 2.2(b).

“Tax” means any net income, capital gains, gross income, gross receipts, sales, use, transfer (but expressly excluding any Transfer Tax), ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, real property, personal property, unclaimed property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Authority, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under applicable tax law or properly assessed or charged by any Governmental Authority, whether disputed or not, but expressly excluding any reassessment of the Property for any post-Initial Closing tax year due to the closing of the transactions contemplated herein, including the transfer of the Interests, or any interest or penalties incurred in connection with such change of ownership.

“Tax Claim” shall have the meaning given such term in Section 12.5.

“Tax Contest” shall have the meaning given such term in Section 12.5.

“Tax Protection Agreement” shall mean that certain Tax Protection Agreement, in the form of Exhibit D attached hereto and made a part hereof, to be executed and delivered at the Initial Closing among ATA, the Partnership, and the Contributor if listed on Schedule 3.2(c)(ii) attached hereto.

“Tax Return” shall mean any report, return, or other information required (including any attachments or schedules required to be attached to a such report, return, or other information) required under applicable Law to be supplied (or actually supplied) to a Governmental Authority or a third party in connection with Taxes.

“Tenant(s)” shall mean the non-commercial tenant(s), licensee(s) or occupant(s) under any Leases in effect at the Real Property.

“Title Commitment” shall have the meaning given such term in Section 2.2(a).

“Title Company” shall mean Chicago Title Insurance Company, or any other title insurance company selected by the Partnership.

“Transaction Documents” shall have the meaning given such term in Section 6.1(a).

“Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the sale, transfer or conveyance of the Interests, the Contributed Entity, the Property Owner and/or the Property from the Contributor to the Partnership. Transfer Taxes shall not include, and the Contributor shall be solely responsible for, any Taxes due in respect of its income, net worth or capital, if any, and any privilege, sales and occupancy taxes, and any other Taxes, due or owing to any Governmental Authority in connection with the operation of the Contributed Entity and the Property for any period of time prior to the Initial Closing, and the Partnership shall be solely responsible for all such Taxes for any period from and after the Initial Closing. Further, Transfer Taxes shall not include any sales,

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use, recordation or other similar Taxes, impositions, expenses or fees arising prior to the Initial Closing or related to any period prior to the Initial Closing. Further, any income Tax arising as a result of the contribution, sale and transfer of the Interests, the Contributed Entity or Property by the Contributor to the Partnership shall be the sole responsibility of the Contributor.

“Treasury Regulations” shall mean the permanent and temporary regulations, and all amendments, modifications and supplements thereof, from time to time promulgated by the Department of the Treasury under the Code.

SECTION 2. CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.

2.1 Contribution and Sale. The Partnership hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute to the Partnership, the Interests, free and clear of all Liens, for the Agreed Contribution Value, subject to and in accordance with the terms and conditions of this Agreement.

2.2 Title Matters.

(a) Delivery of Title Commitments. The Partnership has obtained, at its sole cost and expense, and delivered to the Contributor, a current commitment for an ALTA extended owner’s policy from the Title Company with respect to the Real Property and/or such endorsements or updates to the existing owner’s policies as the Partnership may desire. Additionally, the Partnership shall order, at its sole cost and expense, a commitment for an ALTA mortgagee title insurance policy (or a commitment to endorse the existing policy, as applicable) for the Loan from the Title Company, together with complete and legible copies of all instruments and documents referred to therein as exceptions to title (such owner’s and mortgagee commitments or commitments to endorse are sometimes referred to collectively herein as the “Title Commitments”).

(b) Survey. If required by the Lender in connection with the Lender Approval or if Partnership otherwise elects to do so, the Partnership shall order, at its sole cost and expense, a current as-built ALTA/ACSM survey with respect to the Real Property or such updates and/or recertifications to the existing survey as the Partnership may desire (the “Survey”), by a licensed surveyor in the jurisdiction in which the Real Property is located, and certified to the Partnership, the Contributed Entity, the Title Company and the Lender. The Contributor shall deliver to the Partnership and/or the surveyor such documents, affidavits, or certifications as may be requested in order to issue the Survey. Alternatively, the Contributor’s Representative agrees upon request to execute on behalf of the Contributed Entity and deliver to the Title Company an affidavit of no change with respect to any existing survey, to the extent no material changes have been made to the Improvements since the date of the most recent survey.

(c) Notice of Title and Survey Defects. Attached hereto as Schedule 2.2(c) are the Partnership’s objections to any matters shown on or contained in the Title Commitments and the Survey that are not otherwise included in subsections (b) through (d) of the definition of Permitted Encumbrances and that the Partnership objects to (the “Objection List”). All of the exceptions to coverage shown on the Title Commitments other than the

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existing Loan Documents securing or otherwise relating to the loan being refinanced with the Loan (which existing Loan Documents shall become Permitted Encumbrances if the Property Owner does not obtain the new Loan and instead obtains Lender Approval to transfer/assume the existing Loan) shall be deemed Permitted Encumbrances; provided, however, the Contributor agrees to use good faith efforts to cause the Title Company to remove the objections set forth on the Objections List. The provisions of this Section 2.2(c) shall survive the Initial Closing.

(d) Additional Exception. Except for new Leases entered into after the Effective Date in accordance with the requirements of this Agreement, the Contributor and the Contributed Entity shall be expressly prohibited from further encumbering the Property (or the Interests) from and after the Effective Date in any manner that would reasonably be expected to have a “Portfolio Material Adverse Affect” (as defined in the Master Contribution Agreement) without the Partnership’s prior written consent in the Partnership’s sole and absolute discretion (the “Additional Exception”), unless such Additional Exception shall be released of record prior to the Subsequent Closing.

2.3 Condemnation. If prior to the Subsequent Closing, any proceedings, judicial, administrative or otherwise, are threatened or commenced, which relate to a taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located, the Contributor’s Representative shall promptly notify the Partnership in writing and in reasonable detail of the same (the “Condemnation Notice”). The Partnership may elect within fifteen (15) Business Days of its receipt of the Condemnation Notice, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (i) to terminate this Agreement by notifying the Contributor in writing whereupon Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (ii) to consummate the transactions contemplated hereby, notwithstanding such condemnation, without any abatement or reduction in the Agreed Contribution Value on account thereof except as herein provided, but at the Subsequent Closing the applicable Contributor or other Person shall assign to the Partnership all related condemnation proceeds payable (but not yet paid as of the Subsequent Closing) and to the extent that the applicable Contributor or other Person has received any condemnation proceeds prior to the Subsequent Closing, the Agreed Contribution Value shall be abated by an amount equal to the award paid to the Contributor or such other Person on account of such taking, less the amount of the Contributor’s or such other Person’s costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such award. In addition, if the Partnership elects to proceed in accordance with clause (ii) above, the Partnership shall have the right to appear and defend at such condemnation proceedings. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (i) above.

2.4 Casualty.

(a) If prior to the Subsequent Closing, the Property is damaged or destroyed by fire or other casualty, the Contributor’s Representative shall promptly, but in any event within five (5) Business Days and prior to the Subsequent Closing, notify the Partnership

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of the same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing.

(b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributor in writing whereupon the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (x) above.

(c) The risk of loss to the Property shall pass to the Partnership upon the Initial Closing.

(d) In the event of a disagreement between the Contributor’s Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant to the applicable Person’s casualty insurance policy covering the Property shall be binding.

2.5 Excluded Liabilities and Excluded Assets. At the Initial Closing, the Contributor (or its duly authorized attorneys-in-fact), the Contributed Entity and the Partnership shall execute and deliver an assignment and assumption agreement in the form and substance of Exhibit E attached hereto, and by this reference made a part hereof (the “Assignment and Assumption Agreement”), pursuant to which the Contributor shall assume the Excluded Liabilities and retain, or acquire from the Contributed Entity, the Property Owner and their Subsidiaries, all Excluded Assets pursuant to the terms and conditions of this Agreement, and the Partnership and the Property Owner shall not retain or be obligated to pay, perform or otherwise

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discharge after the Initial Closing any of the Excluded Liabilities and shall have no rights with respect to the Excluded Assets; provided, however, the existence of the Assignment and Assumption Agreement shall in no way diminish or otherwise alter the indemnity rights and/or obligations of the parties set forth in this Agreement. For purposes of this Agreement, “Excluded Liabilities” shall mean the following liabilities, whether direct or indirect, known or unknown, absolute or contingent:

(a) any liabilities of the Contributor, the Contributed Entity, the Subsidiaries and their respective Affiliates other than the Property Owner;

(b)(i) any liabilities or obligations arising from any act, conduct or omission of the Contributor, the Contributed Entity, the Subsidiaries or the Property Owner or any of their Representatives that has accrued, arisen, occurred or come into existence at any time prior to the Initial Closing Date, and (ii) any liabilities or obligations related to the ownership, use or operation of the Property prior to the Initial Closing Date;

(c) any liabilities or obligations in respect of Taxes for which the Contributor are liable pursuant to Section 12;

(d) any payables and other liabilities or obligations of the Contributor, the Contributed Entity, the Subsidiaries and the Property Owner (other than the Loan), whether or not owed to any of their respective Affiliates, which are not in the Ordinary Course;

(e) to the extent accrued, arising, occurring or coming into existence at any time prior to and including the Subsequent Closing Date (including any arising as a result of such closing), any liability or obligation related to or arising from any employees or employee-related matters, including but not limited to, any benefit plan, compensation, retirement, severance or any other employee benefits plan or program whatsoever and any liabilities or obligations related to COBRA or the WARN Act;

(f) any liability or obligation related to or arising from any of the Excluded Assets; or

(g) any liability or obligation related to or arising from any matters disclosed or that should have been disclosed on Schedule 6.1(l) (Litigation).

SECTION 3. CLOSING; CONTRIBUTION PRICE.

3.1 Closings.

(a) The Initial Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location, on the date hereof (the “Initial Closing Date”). As used in this Agreement, the term “Initial Closing” means the execution and delivery of this Agreement, and other agreements, documents and instruments to be executed and delivered concurrently herewith, to the Escrow Agent to hold and release in accordance with the terms of this Agreement and the Escrow Agreement.

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(b) The Escrow Agent shall release and deliver to the Partnership and the Contributor, as applicable, the agreements, documents and instruments delivered pursuant to Section 3.1(a) above (the “Subsequent Closing”) on the date that is on or before the date that is three (3) Business Days after the satisfaction (or waiver if permitted) of the Closing Contingencies and conditions set forth in Sections 4 and 5 of this Agreement. The Subsequent Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location. The date of the Subsequent Closing is referred to herein as a “Subsequent Closing Date.”

3.2 Agreed Contribution Value. At the Subsequent Closing, the Partnership shall pay the Agreed Contribution Value as follows:

(a) Loan. Subject to the terms and conditions of this Agreement, including obtaining the Lender Approval, the current principal amount (as of the Initial Closing Date) of the existing Loan being refinanced (or remaining in place and transferred, as applicable) shall be credited against the Agreed Contribution Value.

(b) Cash. The Partnership shall direct the Escrow Agent to distribute to the Contributor cash in the amount of $3,500,000.00 by wire transfer to such account as may be directed by Contributors. At the Initial Closing, the Partnership shall deposit in escrow with the Escrow Agent the sum of $3,500,000 to be held by the Escrow Agent in accordance with the Escrow Agreement and disbursed to the Contributor on the Subsequent Closing Date pursuant to this Section 3.2(b).

(c) OP Units. The Agreed Contribution Value, less the $3,500,000.00 cash portion described above and the principal balance of the Loan and plus or minus the adjustments and prorations required by this Agreement as of the Initial Closing, as shown on the Settlement Statement (the “Net Agreed Contribution Value”), shall be distributed to the Contributor in the following form(s) and on the following terms:

(i) The Contributor at the Subsequent Closing will receive the number of OP Units equal to (A) the Net Agreed Contribution Value divided by $8.15, and (B) rounding up so that each such Contributor shall receive a whole number of OP Units.

(ii) Recipients of OP Units, once issued and delivered to them pursuant to Section 3.2(c)(i) above, will be granted registration rights with respect to the shares of ATA Common Stock issuable upon any redemption of the OP Units pursuant to the Registration Rights Agreement, which will be executed and delivered to the Escrow Agent by the parties thereto at the Initial Closing. Additionally, if the Contributor is listed on Schedule 3.2(c)(ii) attached hereto, the Contributor will be entitled to the benefits of a Tax Protection Agreement, which will be executed and delivered by the Contributor and the Partnership at the Initial Closing.

(iii) At or prior to the Initial Closing, the Contributor shall execute and deliver to the Partnership all of the following (collectively, the “OP Issuance Delivery Documents”): (A) a joinder or counterpart signature page to the Partnership Agreement in the form attached hereto as Exhibit P, (B) if such Contributor is one of the

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contributors listed on Schedule 3.2(c)(ii) attached hereto who will be entitled to the benefit of a Tax Protection Agreement, a counterpart signature page to the applicable Tax Protection Agreement executed by such Contributor in the form attached hereto as Exhibit D, (C) an IRS Form W-9, and (D) any other information or documents that may be required by the Partnership Agreement.

3.3 Contributor’s Initial Closing Documents. At the Initial Closing, the Contributor will deliver to the Escrow Agent each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Subsequent Closing pursuant to the terms of this Agreement and the Escrow Agreement:

(a) Such assignments as shall be sufficient to vest in the Partnership good and marketable title to the Interests, free and clear of all Liens, the form of which is set forth on Exhibit F, attached hereto and by this reference made a part hereof (the “Interest Assignments”);

(b) The OP Issuance Delivery Documents of the Contributor;

(c) An executed counterpart of the Governance Agreement signed by DeBartolo Real Estate Investments, LLC;

(d) A Loan Indemnification Agreement in the form of Exhibit G (the “Loan Indemnification Agreement”), to be executed by the applicable guarantors under the existing Loan who are affiliated with the Contributor and held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing, and released to the Contributor at the Subsequent Closing if the new Loan is not obtained and if the guarantors under the existing Loan have not been replaced as part of the Lender Approval Documents for the consent to transfer/assumption of the existing Loan;

(e) The Registration Rights Agreement to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing;

(f) A Tax Protection Agreement to be held in escrow until the Subsequent Closing;

(g) The Assignment and Assumption Agreement;

(h) A release of any and all claims which any Contributor may have against the Contributed Entity and its successors on account of or arising out of any matter, cause or event occurring at or prior to the Initial Closing, including any rights to indemnification or reimbursement, the form of which is attached hereto as Exhibit H;

(i) Updated Rent Rolls dated within one (1) Business Day of the Initial Closing Date;

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(j) Any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement to be terminated or released prior to Initial Closing;

(k) Certified copies of all organizational documents, applicable resolutions, certificates of incumbency, and good standing certificates with respect to the Contributor, the Contributed Entity, the Property Owner and such other Persons as Title Company may reasonably require;

(l) Resignations of all of the directors, managers and officers of the Contributed Entity, the Property Owner and their Subsidiaries effective as of the Initial Closing;

(m) All corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, the Property Owner, their Subsidiaries and/or the Property;

(n) A duly completed and executed certificate from the Contributor pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (a “FIRPTA Affidavit”);

(o) A notice to the Existing Manager, which shall not be delivered to the Escrow Agent but rather shall be delivered to the Existing Manager on the Initial Closing Date, notifying the Existing Manager that the ownership of the Property is being transferred by contribution of the Interests, and that the Existing Management Agreement shall automatically terminate as of the Subsequent Closing Date pursuant to Section 5.2 of the Existing Management Agreement;

(p) Any assignments necessary to vest adequately with the Contributed Entity any Contracts which are for the benefit, but not in the name, of the Contributed Entity;

(q) An executed counterpart of the Settlement Statement;

(r) Any and all other instruments and documents required to be delivered by the Contributor at or prior to the Initial Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Partnership may reasonably request to effect the transactions to be consummated at the Initial Closing; and

(s) All of the agreements, instruments and other documents to be duly executed and/or delivered, as applicable, by the Contributor and its Affiliates as may be a party thereto at the Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent in accordance with the Escrow Agreement.

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3.4 Partnership’s Initial Closing Documents. At the Initial Closing, the Partnership will deliver, or cause to be delivered in the manner set forth below, to the Escrow Agent to be held in escrow pending the Subsequent Closing pursuant to the terms of this Agreement and the Escrow Agreement each of the following agreements, instruments and other documents, duly executed and delivered by each of the Partnership or ATA as may be a party thereto:

(a) The Loan Indemnification Agreement, to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing, and released to the Contributor at the Subsequent Closing if the new Loan is not obtained and if the guarantors under the existing Loan have not been replaced as part of the Lender Approval Documents for the consent to transfer/assumption of the existing Loan;

(b) A duly executed counterpart of each joinder to the Partnership Agreement which were executed by the Contributor;

(c) An executed counterpart of the Settlement Statement;

(d) An executed counterpart of the applicable Tax Protection Agreements;

(e) An executed counterpart of the Registration Rights Agreement;

(f) An executed counterpart of the Governance Agreement;

(g) Certified copies of applicable resolutions, certificates of good standing, and certificates of incumbency with respect to the Partnership and such other Persons as the Title Company may reasonably require;

(h) An assignment of this Agreement by the Partnership to its Affiliates, if applicable, in compliance with the provisions of Section 13.6;

(i) Certificates evidencing the OP Units to be issued by the Partnership to the Contributor registered in the name of the Contributor;

(j) Any and all other instruments and documents required to be delivered by the Partnership or ATA at or prior to the Initial Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributor may reasonably request to effect the transactions to be consummated at the Initial Closing; and

(k) All of the agreements, instruments and other documents to be duly executed and/or delivered as applicable by the Partnership or ATA as may be a party thereto at the Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent in accordance with this Agreement and the Escrow Agreement.

3.5 Contributor’s Subsequent Closing Documents. At the Subsequent Closing, the Contributor will execute and/or deliver to the Partnership, or cause to be executed and delivered, each of the following agreements, instruments and other documents:

(a) The Lender Approval Documents;\

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(b) An owner’s affidavit, and all such other affidavits required by Subsection 2.2(b) and Subsection 2.2(c), executed by the Property Owner and in a form acceptable to the Title Company for the purpose of satisfying the requirements of the Title Commitments;

(c) Copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in any Contributor’s, the Contributed Entity’s, the Property Owner’s, or Existing Manager’s control as of the Subsequent Closing Date) for the Property;

(d) The original (or if not available, legible copies) of any and all Leases (together with an updated Rent Roll), Contracts, warranties and guarantees pertaining to the Improvements that are in any Contributor’s, the Contributed Entity’s, the Property Owner’s or Existing Manager’s control as of the Subsequent Closing Date; and

(e) Any and all other instruments and documents required to be delivered by the Contributor or the Contributor’s Representative at or prior to the Subsequent Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

3.6 Partnership’s Subsequent Closing Documents. At the Subsequent Closing, the Partnership will execute and/or deliver to Purchaser, or cause to be executed and delivered, each of the following agreements, instruments and other documents:

(a) The Lender Approval Documents;

(b) Any and all other instruments and documents required to be delivered by the Partnership or ATA at or prior to the Subsequent Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributor may reasonably request to effect the transactions contemplated hereby.

3.7 Escrow Agent’s Subsequent Closing Deliveries. At the Subsequent Closing, the parties hereto shall direct the Escrow Agent to release from escrow and deliver to the Partnership, the Contributor and/or the Title Company as applicable all of the agreements, instruments and other documents delivered to the Escrow Agent pursuant to Sections 3.3 and 3.4 above (except for the Loan Indemnification Agreement if the Lender Approval is obtained to transfer/assume the existing Loan if the new Loan is not obtained, and if the guarantors under the existing Loan have been replaced as part of the Lender Approval Documents, in which event the Escrow Agent shall return the executed Loan Indemnification Agreement to the Partnership or destroy it) and the $3,500,000 delivered to the Escrow Agent pursuant to Section 3.2(b) above.

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SECTION 4. CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.

The obligation of the Partnership to consummate the transactions contemplated by this Agreement is and shall be subject to the satisfaction or written waiver by the Partnership of the following conditions precedent on and as of either the Initial Closing Date or the Subsequent Closing Date, as indicated below, or such other date as set forth herein (each, a “Closing Contingency” and collectively, the “Closing Contingencies”):

4.1 Representations and Warranties True. As a Closing Contingency to the Initial Closing, the representations and warranties of the Contributor set forth in Section 6.1 shall be true, correct and complete in all material respects (without duplication as to the materiality qualifications contained therein) on and as of the Initial Closing Date (except that any representations or warranties made as of a specified date shall be true and correct in all material respects (without duplication as to the materiality qualifications contained therein) as of such specified date).

4.2 Lender Approval. As a Closing Contingency to the Subsequent Closing Date, the Partnership shall have obtained, on commercially reasonable terms, approval from the new Lender to make the new Loan to the Property Owner, or if the Property Owner cannot obtain the new Loan, then the approval from the existing Lender for the transfer of the Interests contemplated by this Agreement, and any changes in property management and/or guarantors which may be required by the existing Lender or the existing Loan Documents in connection therewith (as applicable, the “Lender Approval”). The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Lender of all diligence investigations, inspections and tests, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by the Partnership, the Contributed Entity, the Property Owner, the Contributor (if required), the Lender and, if applicable, the guarantor under the Loan Documents and any other entities required by the Lender to be a party to the Lender Approval Documents. Promptly after the Effective Date, the Partnership will apply to the Lender for the Lender Approval, and the Partnership and the Contributor shall use their respective commercially reasonable efforts to obtain the Lender Approval prior to the Subsequent Closing Date. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, the Partnership shall be solely responsible to pay to the Lender any and all Loan Costs, required in connection with the Lender Approval (other than the Contributor’s legal fees to review the Lender Approval Documents). The Partnership and the Contributor shall execute and deliver at the Subsequent Closing the Loan Documents and any other such consent and approval documents and agreements required by Lender in connection with the Lender Approval, in form and content reasonably satisfactory to Partnership and the Contributor’s Representative (the “Lender Approval Documents”). In the event that the Contributor or the Partnership fail to execute and deliver the Lender Approval Documents or the Lender fails to give the Lender Approval, either the Contributor or the Partnership shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination). Promptly after the Effective Date, the Partnership shall apply to the Lender for the Lender Approval and use good faith efforts to obtain the Lender Approval from the Lender prior to the Subsequent Closing Date; provided, however, so long as the Partnership complies with its obligations under this Section 4.2, in no event shall Partnership have any liability for its failure to obtain the Lender Approval.

4.3 Contributor’s Performance. As a Closing Contingency to the Initial Closing and the Subsequent Closing, as applicable, the Contributor, the Contributed Entity, and the Property Owner shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by them on or before the Initial Closing Date and the Subsequent Closing Date, as applicable.

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4.4 Title Policies. As a Closing Contingency to the Initial Closing, as of the Initial Closing Date, the Title Company shall be unconditionally obligated and prepared, subject only to payment of the applicable premium and other related charges, to issue the title policies and/or endorsements on the Subsequent Closing Date pursuant to the Title Commitments containing no exceptions to title other than Permitted Encumbrances and any Additional Exceptions approved by the Partnership pursuant to Section 2.2(d).

4.5 Permits; Consents. As a Closing Contingency to the Initial Closing , all consents or approvals of third parties or of any Governmental Authorities as are necessary for the transfer of the Interests and the ownership and operation of the Property by and/or on behalf of the Partnership or its successor or assignee shall have been received, on or before the Initial Closing Date.

4.6 No Bankruptcy or Court Order. As a Closing Contingency to the Subsequent Closing , no Act of Bankruptcy on the part of any Contributor, the Property Owner or the Contributed Entity shall have occurred and remain outstanding as of the Subsequent Closing Date and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

4.7 Closing Under Cash Investment Agreement. As a Closing Contingency to the Initial Closing , the transactions contemplated by the Cash Investment Agreement shall have been consummated prior to or simultaneously with the Initial Closing, and additionally, the “Initial Closing” under the Master Contribution Agreement shall have occurred prior to or simultaneously with the Initial Closing under this Agreement.

4.8 No Material Adverse Change. As a Closing Contingency to the Subsequent Closing, between the Effective Date and the Subsequent Closing Date, there shall have been no Material Adverse Change which is not cured within thirty (30) days’ notice from the Partnership to the Contributor (but in any event prior to the Subsequent Closing Date).

4.9 Closing Deliveries. As a Closing Contingency to the Initial Closing and the Subsequent Closing, as applicable, the Contributor shall have delivered, and shall have caused the Contributed Entity, the Property Manager and the Existing Manager to deliver, all of the documents and instruments required pursuant to Section 3.3 at the Initial Closing and Section 3.5 at the Subsequent Closing.

In the event that Closing Contingencies set forth in this Section 4 have not been satisfied on or before the Outside Closing Date (other than by reason of the Partnership’s failure to comply in all material respects with its obligations under this Agreement), the Partnership shall have the right to terminate this Agreement by written notice to the Contributor, whereupon the Contributor and the Partnership shall have no further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

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SECTION 5. CONDITIONS TO CONTRIBUTORS’ OBLIGATION TO CLOSE.

The obligation of the Contributor to consummate the transactions contemplated by this Agreement is subject to the satisfaction or written waiver of the following conditions precedent on and as of either the Initial Closing Date or the Subsequent Closing Date as indicated below:

5.1 Representations and Warranties True. As a condition precedent to the Initial Closing, the representations and warranties made by Partnership pursuant to Section 7 shall be true and correct in all material respects (without duplication as to materiality qualifications contained therein) on the Initial Closing Date.

5.2 Lender Approval. As a condition precedent to the Subsequent Closing, the Lender Approval shall have been obtained.

5.3 Partnership’s Performance. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, the Partnership shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by it on or before the Initial Closing Date and the Subsequent Closing Date.

5.4 No Bankruptcy or Court Order. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, no Act of Bankruptcy on the part of the Partnership shall have occurred and remain outstanding as of the Subsequent Closing Date, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

5.5 Closing Deliveries. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, the Partnership shall have delivered all documents and instruments required pursuant to Section 3.4 at the Initial Closing Date and Section 3.6 at the Subsequent Closing Date.

If the conditions to the Contributor’s obligation to close set forth in this Section 5 have not been satisfied as of the Outside Closing Date (other than by reason of any Contributor’s, the Contributed Entity’s, the Property Owner’s or Existing Manager’s failure to comply in all material respects with any of its obligations under this Agreement), the Contributor shall have the right to terminate this Agreement by notifying the Partnership in writing whereupon the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement.

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SECTION 6. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS

6.1 Representation and Warranties of Contributor. To induce ATA and the Partnership to enter into this Agreement, the Contributor, jointly and severally, represent and warrant to ATA and Partnership that each of the following are true, correct and complete as of the Effective Date and will be true, correct, and complete as of the Initial Closing Date:

(a) Organization and Authorization; No Conflicts. The Contributor, the Property Owner, the Contributed Entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of their organization and are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify materially adversely affects the Contributed Entity’s ability to conduct business in the Ordinary Course. The Contributor, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted. The Contributor, Property Owner, Contributed Entity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other agreement, certificate, instrument or writing delivered in connection with this Agreement or the transactions contemplated hereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributor has made available to the Partnership true and complete copies of the Organizational Documents of the Contributor (other than the Contributor that is a natural person) each Contributed Entity and the Property Owner, as amended and as in effect on the date of this Agreement. None of the Contributor, the Contributed Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.

(b) Capitalization; Title to Interests. Schedule 6.1(b) sets forth the authorized ownership interests of the Contributed Entity and indicates the ownership of all of the issued and outstanding ownership interests of the Contributed Entity. Except for this Agreement and the transactions contemplated herein, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, contribution or redemption of any ownership interests of the Contributed Entity. All of the outstanding ownership interests of the Contributed Entity are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of the Contributed Entity are owned as set forth in Schedule 6.1(b), in each case free from all Liens.

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Upon delivery to the Partnership on the Subsequent Closing Date of the Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Partnership good and marketable title to the Interests, free and clear of all Liens.

(c) Absence of Defaults and Conflicts. Neither the execution and delivery of this Agreement or any Transaction Document by any Contributor, any Contributed Entity or the Property Owner, to the extent applicable, or the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, under (A) any of their respective Organizational Documents (to the extent applicable), (B) any contract to which any of them is a party, (C) any Permits to which any of them is a party or the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner are subject or by which any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner is bound, (D) any Court Order to which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is a party or any of the Interests are subject or by which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is bound, or (E) any Laws affecting any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, the Interests or the Property of any Contributor, any Contributed Entity or the Property Owner; or (ii) require the approval, consent, authorization or act of, or the making by any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner of any declaration, filing or registration with, any Person.

(d) Subsidiaries and Investments. Except as listed on Schedule 6.1(d) attached hereto, neither the Contributed Entity nor the Property Owner has any Subsidiaries nor do any of them have any investment in any Person.

(e) Absence of Undisclosed Liabilities. None of the Property Owner, the Contributed Entity or their Subsidiaries has any liabilities, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, other than the following: (i) the loan that will be refinanced and replaced at the Subsequent Closing by the Loan, (ii) liabilities fully and adequately reflected or reserved against in the balance sheet included in the Interim Financial Statements (the “Latest Balance Sheet”), and (iii) liabilities incurred in the Ordinary Course since the date of the Latest Balance Sheet, none of which are material and none of which constitute a breach of any other representation or warranty made to the Partnership in this Agreement or any other Transaction Document.

(f) Taxes.

(i)(A) Each Contributed Entity, the Property Owner and each of their Subsidiaries have complied in all material respects with all Laws relating to Taxes, (B) each Tax Return required to be filed by, or on behalf of, each Contributed Entity, the Property Owner and each of their Subsidiaries have been timely filed in accordance with applicable Laws

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(taking into account applicable extensions), (C) all such Tax Returns are true, correct and complete in all material respects, and (D) all Taxes due and payable with respect to each such Tax Return (whether or not shown as due on a Tax Return), or otherwise due and payable by, or on behalf of each Contributed Entity, the Property Owner and each of their Subsidiaries, have been timely paid.

(ii) The Contributor has provided to the Partnership true, correct and complete copies of all Tax Returns filed by each Contributed Entity, the Property Owner and each of their Subsidiaries in the last three (3) years. The Contributor has provided to the Partnership true, correct, and complete copies of all notices of deficiencies, final partnership administrative adjustments, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests, protests, petitions and any other similar documents, notices, and correspondence, in each case, that each Contributed Entity, the Property Owner and each of their Subsidiaries (or any of their Representatives) has received from, sent to, or entered into with the IRS or other Governmental Authority in the last three (3) years or that relates to any Taxes or Tax Return which is not closed by the applicable statute of limitations. No claim has been made by any Governmental Authority in the last three (3) years that any Contributed Entity, the Property Owner or any of its Subsidiaries has not properly reported and/or paid Taxes or filed Tax Returns in a jurisdiction in which each Contributed Entity or any of its Subsidiaries does not file a Tax Return.

(iii) There are no Liens for Taxes on the Property or any property of any Contributed Entity, the Property Owner or any of their Subsidiaries, other than Permitted Encumbrances.

(iv) No federal, state, local or foreign Tax audits or other Proceedings are presently in progress or pending or, to the Contributor’s knowledge, threatened with regard to any Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries. No private letter ruling, technical advice memorandum, application for a change of any method of accounting, or other similar requests made by, or with respect to the Contributed Entity, the Property Owner or any of their Subsidiaries, are presently pending with any Governmental Authority.

(v) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has engaged in any transaction that could affect its income Tax liability for any taxable year not closed by the statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation section 301.6011-4 (irrespective of the effective date).

(vi) Each Contributed Entity, the Property Owner and each of their Subsidiaries has since its formation been treated for federal income tax purposes as either (i) a “disregarded entity” as defined in Treasury Regulations Section 301.7701-3 or (ii) a partnership, and not an association or “publicly traded partnership” taxable as a corporation.

(vii) There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which any Contributed Entity, the Property Owner or any of their Subsidiaries is subject and no requests for any such waivers or agreements have been made of the Contributed Entity or any of its Subsidiaries.

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(viii) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries is a party to, nor is bound by, nor has any obligation under, any Tax sharing, Tax protection, Tax reimbursement or similar agreement or arrangement.

(ix) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has made an election pursuant to Code section 108(i) (or any similar provision of state or local tax law).

(x) The Loan is a “qualified liability” within the meaning of Treasury Regulations Section 1.707-5(a)(6).

(g) Absence of Certain Changes or Events. Since the date of the Latest Balance Sheet: (i) each Contributed Entity, the Property Owner and their Subsidiaries have been operating only in the Ordinary Course; (ii) each Contributed Entity, the Property Owner and their Subsidiaries have not (A) sold, leased or disposed of, or subjected to any Lien, any of its tangible or intangible assets, other than the sale, lease or disposition in the Ordinary Course of inventory, FF&E, miscellaneous items of machinery and equipment and assets no longer necessary to the operation of the Property or which have been replaced by similar items, or (B) canceled or released any material debt or claim held by it other than in the Ordinary Course; and (iii) neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has instituted, settled, agreed to settle any litigation or Proceeding before any Governmental Authority other than in the Ordinary Course consistent with past practices, but not in any case involving amounts in excess of Fifty Thousand Dollars ($50,000.00).

(h) Real Property.

(i) The Property Owner owns good and marketable fee simple title to the Real Property and good title to the remainder of the Property, free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any real property or hold a leasehold interest in any real property. During the Contributor’s period of ownership thereof, the Property Owner has not owned or leased any real property other than the Real Property.

(ii) The Property Owner has complied and is in compliance with, and the Property is in compliance with, in all material respects, all applicable Laws. Neither the Property Owner nor the Contributor has received from any Governmental Authority written notice (and neither the Property Owner nor the Contributor has actual knowledge) of any violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to Initial Closing.

(iii) The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Initial Closing and Subsequent Closing, the Rent Roll delivered at each such closing will be true, correct and complete. The copies of the Leases delivered or made available to the Partnership are true, correct and complete copies and, to the Contributor’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly

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provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the Tenants under the Leases delivered or made available to the Partnership pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the Partnership, and there are no other leases or tenancy agreements affecting the Real Property.

(iv) The Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than the Partnership) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Real Property, or the Property Owner’s interest therein.

(v) There is not, as of the Effective Date, any pending, proposed, or, to the Contributor’s knowledge, threatened (A) change in or Proceeding for the rezoning or amendment to the existing zoning of the Real Property or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Real Property or any portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located.

(vi) The Property is not currently benefited by any special tax abatement or categorization. None of the Contributor, the Contributed Entity or the Property Owner has commenced any Proceedings which are pending for the reduction of the assessed valuation of any Property. None of the Contributor, the Contributed Entity, or Property Owner or any of their Subsidiaries or Representatives has intentionally supplied any false or misleading information or failed to supply any pertinent information to any Governmental Authority related to the assessed valuation or any Property or any real property Tax.

(vii) The Real Property has rights of access to public ways and is served by electric, water, sewer, sanitary sewer and storm drain facilities adequate to service the Real Property.

(viii) No more than one percent (1%) of the apartment units in the Property are “off-line” (meaning they cannot be made “rent-ready” with routine maintenance) and at least eighty percent (80%) of the vacant units in the Contributed Properties are in so-called “rent-ready” condition.

(i) FF&E. The Property Owner has, and as of the Subsequent Closing Date will have, good and marketable title to the FF&E, except for any leased or licensed FF&E set forth on Schedule 6.1(i) attached hereto and by this reference made a part hereof, and such FF&E is (or will be at Subsequent Closing) free and clear of all Liens. There are no items owned or leased by the Existing Manager and used at the Property which would otherwise constitute FF&E.

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(j) Contracts. Except with respect to any Required Capital Improvements which are not completed as of the Initial Closing Date, the only Contracts and amendments thereto that will be in effect on the Initial Closing Date that are not terminable without cause or penalty within sixty (60) days with respect to the Property Owner or the Property (the “Non-Terminable Contracts”) are as set forth in Schedule 6.1(j) (the “Schedule of Non-Terminable Contracts”). To the Contributor’s knowledge, the Property Owner has performed in all material respects all of its obligations under each Contract to which the Property Owner is a party or is subject and, to the Contributor’s knowledge, no fact or circumstance has occurred, which by itself or with the passage of time or the giving of notice or both would constitute a default by the Property Owner under any such Contract. Further, to the Contributor’s knowledge, all other parties to such Contracts have performed all of their obligations thereunder in all material respects and are not in default thereunder. True, complete and correct copies of the Contracts have been delivered to the Partnership. To the Contributor’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to the Partnership in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to the Partnership, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Initial Closing.

(k) No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Contributor nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with any Person.

(l) Litigation. Except as disclosed in Schedule 6.1(l), there is no Proceeding pending or, to the Contributor’s knowledge, threatened against or relating to any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, the Existing Manager, or any of their respective assets, including but not limited to the Property, or with respect to Existing Manager, relating in any manner to the Property, or any of the officers, directors, managers or employees (in their capacities as such) of any of the foregoing Persons. Except as disclosed in Schedule 6.1(l), none of the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries, or the Existing Manager is subject to any Court Order, or with respect to the Existing Manager, any Court Order relating in any manner to the Property. To the Contributor’s knowledge, the insurance coverages in the Property Owner’s insurance policies are adequate in character and amount to pay all liabilities relating to the matters required to be described on Schedule 6.1(l). There is no Proceeding pending or, to the Contributor’s knowledge, threatened against any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, (A) that questions the validity of this Agreement or any action taken or to be taken by any Contributor or Contributed Entity in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (B) that, individually and in the aggregate, would reasonably be expected to adversely affect in any material respect the ability of any Contributor, any Contributed Entity or the Property Owner to perform its obligations under and consummate the transactions contemplated by this Agreement.

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(m) FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and the Contributor shall certify to that effect and certify its taxpayer identification number at the Initial Closing pursuant to Code Section 1445(b)(2).

(n) Environmental Matters. The Contributor has made available to the Partnership copies of all environmental reports or studies and indoor air quality reports prepared by third party consultants relating to the Property that are in the possession or control of the Contributor, any Contributed Entity, the Property Owner or their Subsidiaries. To the Contributor’s knowledge, and except for any matters which are disclosed in such reports and studies, no Hazardous Materials exist at the Property and the Property is in compliance with all Hazardous Materials Laws. Since the date the Contributor has owned any ownership interest in the Contributed Entity, none of the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any written notice from any Governmental Authority of any pending nor, to the Contributor’s knowledge, threatened action or Proceeding arising out of the environmental condition of the Property, Hazardous Materials located on the Property, or any alleged violation of any Hazardous Materials Laws.

(o) Employees. Neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has employees.

(p) Construction Contracts; Mechanics’ Liens. At the Initial Closing, except with respect to any Required Capital Improvements which have not been completed, there will be no outstanding Contracts made by the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or Existing Manager, for the construction or repair of any Improvements relating to the Real Property which have not been fully paid for or will be paid in the Ordinary Course. Prior to Initial Closing, the Property Owner shall discharge and have released of record or bonded all mechanics’ or materialmen’s liens, if any, arising from any labor or materials furnished to the Real Property prior to the Initial Closing to the extent any such Lien is not insured over by the Title Company or bonded over pursuant to applicable Law.

(q) Existing Loan Documents. The existing Loan Documents described in Exhibit C that encumber the Property constitute all of the material loan documents and related instruments in effect with respect to the existing Loan and have not been modified except as set forth in Exhibit C. None of the Contributor, the Contributed Entities, the Property Owner, their Subsidiaries or the Existing Manager, has received written notice of default under the existing loan being refinanced and replaced with the Loan and, to the Contributor’s knowledge, there is no state of facts that, with the giving of notice or passage of time or both, would give rise to a default under the existing Loan. Other than the Indebtedness represented by the existing Loan, neither the Property, any Contributed Entity, the Property Owner nor their Subsidiaries is encumbered by any Indebtedness. The Property Owner has timely paid all amounts and performed all monetary obligations required of it by the existing Loan. As of             , 201    , the amount of escrows or reserves held by the Property Owner for maintenance and capital repairs to the Property is $            and the amount held for such purposes by the existing Lender under the existing Loan is $            .

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(r) Special Assessments. None of the Contributors, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any notice, or has any knowledge, of any existing or pending special assessments affecting the Property by any Governmental Authority, water or sewer authority, drainage district or any other special taxing district or other entity, other than as disclosed herein and has received no notice, and has no knowledge, of any assessments that may be levied after the Initial Closing by any Government Authority.

(s) Affiliate Transactions. All Contracts and other intercompany obligations between the Property Owner, on the one hand, and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributor’s other Affiliates, on the other hand, will be terminated satisfied, repaid, eliminated or cancelled at or prior to the Initial Closing. Except for the Organizational Documents of the Property Owner, there are no written Contracts between the Property Owner and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributor’s other Affiliates.

(t) Patriot Act.

(i) The Contributor represents and warrants that the Contributor, any Contributed Entity, the Property Owner, nor any of their Subsidiaries, constituents or affiliates, are in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public La 107-56, the “Patriot Act”).

(ii) The Contributor represents and warrants that neither the Contributor, the Contributed Entity, the Property Owner nor any of their Subsidiaries, constituents or affiliates, is a “Prohibited Person” which is defined as follows:

1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

3) a person or entity with whom the Partnership or its successor or assignee is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering laws or regulations, including the Executive Order and the Patriot Act;

4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury

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Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and

6) a person or entity who is affiliated with a person or entity listed above.

(iii) The Contributor represents and warrants that neither the Contributor, the Contributed Entity, the Property Owner, Existing Manager nor any of their Subsidiaries, constituents or affiliates, have or will: (i) conduct any business or engage in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(u) NO TAX REPRESENTATIONS. THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PARTNERSHIP OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS.

(v) Investment Representations. The Contributor that receives OP Units pursuant to this Agreement hereby represents and warrants to ATA and the Partnership that the following are true and correct on the date of this Agreement and shall be true and correct as of the Initial Closing Date and the Subsequent Closing Date.

(i) The Contributor acknowledges that it has received, read, and fully understands the Investor Package. The Contributor acknowledges that it is an Accredited Investor and is basing its decision to invest in the OP Units on the Investor Package and the Contributor has relied only on the information contained in said materials and has not relied upon any representations made by any other person. The Contributor recognizes that an investment in the OP Units involves substantial risk and the Contributor is fully cognizant of and understand all of the risk factors related to such securities.

(ii) The Contributor can bear and is willing to accept the economic risk of losing its entire investment in the OP Units. The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in such securities.

(iii) The Contributor acknowledges that the offer and sale of the OP Units has not been accompanied by the publication of any public advertisement or by any general solicitation.

(iv) All information that the Contributor has provided to the Partnership concerning its suitability to invest in the OP Units is complete, accurate, and correct. The Contributor hereby agrees to notify Partnership immediately of any material change in any such information occurring prior to the Subsequent Closing Date, including any information about changes concerning its net worth and financial position.

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(v) The Contributor has had the opportunity to ask questions of, and receive answers from, the Partnership, ATA and the officers of ATA concerning the terms and conditions of the OP Units being offered and sold pursuant to this Agreement and the Investor Package and to obtain any additional information deemed necessary to verify the accuracy of the information contained in the Investor Package. The Contributor has been provided with all materials and information requested by the Contributor or others representing the Contributor, including any information requested to verify any information furnished the Contributor.

(vi) The Contributor is receiving the OP Units for the Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such securities. The Contributor understands that, due to the restrictions as to transferability contained in the Partnership Agreement, the Charter (including the Articles Supplement) and the Governance Agreement, duly executed duly executed by ATA and by the parties thereto, and the lack of any market existing or to exist for the OP Units, the Contributor’s investment in the OP Units will be highly illiquid and may have to be held indefinitely.

(vii) The Contributor understands that there may be restrictions on the transfer, resale, assignment, or subdivision of the OP Units imposed by applicable federal and state securities laws. The Contributor is fully aware that the OP Units have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act of 1933, as amended, which reliance is based in part upon the Contributor’s representations set forth herein. The Contributor understands that the OP Units have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(viii) The Contributor understands that none of the Partnership, ATA or their owners, officers, employees, directors, general partners or Affiliates, or advisors represent such Contributor in any way in connection with the Contribution of the OP Units. The Contributor also understands that legal counsel to the Partnership, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(ix) THE CONTRIBUTOR UNDERSTANDS THAT THE OP UNITS ISSUABLE TO THE CONTRIBUTOR PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE OP UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE OP UNITS HAVE NOT BEEN

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APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE OP UNITS OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The representations and warranties made in this Agreement by the Contributor in Section 6.1 are made as of the Effective Date and, unless specified as being made as of the Effective Date, shall be deemed remade by the Contributor as of the Initial Closing Date and again as of the Subsequent Closing Date, with the same force and effect as if made on, and as of, the Initial Closing Date and the Subsequent Closing Date, respectively.

6.2 Due Diligence Materials. Within two (2) calendar days after the Effective Date, the Contributor shall, to the extent not previously provided or made available on a secure website for inspection by the Partnership or its Representatives, deliver to the Partnership, or otherwise make continuously available for inspection, all of the documents and information listed on Schedule 6.2 attached hereto (collectively, the “Due Diligence Materials”) to the extent they exist and are in the Contributor’s possession or control. From and after the Contributor’s delivery of the Due Diligence Materials to the Partnership, the Contributor shall within two (2) Business Days make available to the Partnership copies of any documentation or information which comes in the Contributor’s possession or control which supplements the Due Diligence Materials. The Contributor shall cooperate with the Partnership and provide or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by the Partnership relating to the operations of the Property.

6.3 Access. The Contributor hereby grants to the Partnership and each of its employees, agents, consultants and contractors, subject to the rights of Tenants under the Leases, the right and permission from and after the date hereof to enter upon the Property, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies permitted hereunder; provided, however, the Partnership shall provide reasonable advance written notice to the Contributor’s Representative prior to entry upon the Property so that a Representative of the Contributor may have the opportunity to be present during any inspections or studies conducted thereon and shall not unreasonably interfere with the use, occupancy or operation of the Property. The Partnership shall not perform any intrusive testing of the Property without the prior written consent of the Contributor’s Representative, which consent may be given or withheld in the Contributor’s Representative’s sole discretion. Specifically, the Partnership shall have the option to obtain, at its sole cost and expense, any such environmental reports as the Partnership and the lender under the Loan may desire, or updates to any such existing reports, for the Property, and to obtain and/or undertake, at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other reports relating to the Property or any aspects thereof. The Partnership shall indemnify, defend and hold the Contributor harmless from any damage to the Property caused by the Partnership’s conduct of such inspection activities. Upon the completion of any inspection or test, the Partnership shall promptly restore the Property substantially to their condition prior to such inspection or test. The Partnership shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries and the Existing

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Manager, their respective officers, employees, and agents harmless from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, liens or encumbrances, losses, damages, costs or expenses which directly result from entry onto the Property by the Partnership or the Partnership’s Representatives. This indemnity shall survive the Subsequent Closing or termination of this Agreement for six (6) months.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.

To induce the Contributor to enter into this Agreement, the Partnership and ATA, as applicable, represent and warrant to the Contributor as follows:

7.1 Organization and Authorization. The Partnership is a limited partnership duly formed and validly existing in the state of its formation. ATA is a corporation duly incorporated and validly existing in the state of its incorporation. The Partnership and ATA have as taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Transaction Document, and upon the execution and delivery of any Transaction Document to be delivered by the Partnership and ATA, such Transaction Document shall constitute the valid and binding obligation and agreement of Partnership and ATA enforceable against Partnership and ATA in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of the Partnership and ATA. ATA discloses to the Contributor that on or before the Initial Closing, (a) ATA expects to (i) adopt and effect the Articles Supplement and amend its Charter and bylaws s contemplated by the Master Contribution Agreement, and (ii) amend the dividend reinvestment plan of ATA to adjust the share price to $8.15 per share, and (b) the Partnership expects to adopt and effect an amendment to the Partnership Agreement in the form attached hereto as Exhibit K and amend its partnership certificate to effect the name change.

7.2 No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Partnership of any declaration, filing or registration with any Person.

7.3 No Conflicting Agreements. Neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will conflict with or result in the breach of any of the terms of any agreement or instrument to which the Partnership is a party.

7.4 Litigation. The Partnership has received no written notice of and no investigation, action or Proceeding is pending and, to the Partnership’s knowledge, no action or

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Proceeding is threatened and the Partnership has received no notice of, and to the Partnership’s knowledge, no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

7.5 Authorization of Issuance of Securities. The OP Units to be issued to the Contributor under this Agreement have been or will be duly authorized for issuance and sale to them by the Partnership and ATA, as applicable, and, when issued and delivered by the Partnership, pursuant to this Agreement, against payment of the Contribution Price set forth herein, will be validly issued and fully paid and non-assessable free and clear of any Lien. The OP Units conform to all statements relating thereto contained in the SEC Reports and such description conforms to the rights set forth in the instruments defining the same. Any certificates representing the OP Units, if any, are in due and proper form; no holder of thereof will be subject to personal liability by reason of being such a holder; and the issuance thereof is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Partnership.

7.6 No Registration of Securities. Assuming the accuracy of the representations and warranties of the Contributor in Section 6.1(v), it is not necessary in connection with the offer, sale and delivery of the OP Units to the Contributor in the manner contemplated by this Agreement to register such securities under the Securities Act.

7.7 Integration. None of ATA, the Partnership or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

7.8 Financial. The Partnership has the requisite experience, and upon the closing of the transactions contemplated by the Master Contribution Agreement and the Cash Investment Agreement the Partnership shall have the financial ability, to close on the transactions contemplated by this Agreement and the Lender Approval Documents.

The representations and warranties made in this Agreement by the Partnership are made as of the Effective Date and shall be deemed remade by the Partnership as of the Initial Closing Date and again as of the Subsequent Closing Date, with the same force and effect as if made on, and as of, such date. As used in this Agreement, the phrase “to the Partnership’s knowledge” or words of similar import shall mean the actual knowledge of Stanley J. Olander, Jr. and Gus Remppies.

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SECTION 8. INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.

The Contributor hereby covenants, and, as applicable, the Partnership hereby covenants as follows:

8.1 Compliance with Laws and Permitted Encumbrances. From the Effective Date to the Subsequent Closing Date, the Contributor shall, and shall cause the Property Owner to comply in all material respects with (i) all applicable Laws affecting the Property, (ii) all Leases and Contracts, and (iii) all terms, covenants and conditions of instruments of record affecting the Property including, without limitation, the Permitted Encumbrances.

8.2 General Operation. The Existing Manager will continue to manage the Property during the period between the Effective Date and the Subsequent Closing. Except as otherwise contemplated or permitted by this Agreement or approved by the Partnership in writing, from the Effective Date to the Subsequent Closing Date, the Contributor will, and will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Leases (other than Leases that are in the process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the existing Loan Documents, and (vii) preserve the existence and good standing of Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, the Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and pay all costs and expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and will cause each Contributed Entity, the Property Owner and their Subsidiaries to use its commercially reasonable efforts to prevent any Material Adverse Change.

8.3 Maintenance; Contracts. Subject to the requirements and obligations set forth in Section 8.8, between the Effective Date and the Subsequent Closing Date, the Contributor shall, and shall cause the Property Owner to, maintain the Property in substantially the same manner as prior hereto pursuant to the Property Owner’s Ordinary Course, subject to reasonable wear and tear and further subject to the occurrence of any damage or destruction to the Real Property by casualty or other causes or events beyond the control of such Person. The Contributor shall not permit the Property Owner to make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing prior written notice to the

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Partnership. Between the Effective Date and the Subsequent Closing Date, the Contributor shall not permit the Property Owner to enter into any Contract with respect to the Property which will survive the Subsequent Closing or will otherwise affect the use, operation or enjoyment of the Property after the Subsequent Closing, unless the Contributor first shall have obtained the Partnership’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

8.4 New Leases; Vacant Units. From the Effective Date to the Subsequent Closing Date, the Contributor shall cause the Property Owner not to enter into any new Leases with respect to the Property without the Partnership’s prior written consent unless such new Leases are on the Property Owner’s standard form residential lease, the rent and landlord concessions and incentives are consistent with the Property Owners’ current practices and current market conditions, and the Leases are otherwise entered into in the Ordinary Course of the Property Owners’ business of leasing and operating the Property.

8.5 Audits of the Property and Operations. From the Effective Date to the Subsequent Closing Date, the Contributor shall, and shall cause the Property Owner to, cooperate fully and in good faith, at no out-of-pocket cost to any such Person, with the Partnership’s audits of all financial information and operations relating to the Property as necessary to comply with applicable underwriting policies and securities law and corporate governance policies applicable to ATA and its Affiliates.

8.6 Financial Information. Commencing on execution of this Agreement until the Subsequent Closing, the Contributor shall, and shall cause the Property Owner to, deliver to the Partnership (i) on a weekly basis, a report of leasing activity at the Property, and (ii) on a monthly basis, updated operating statements and Rent Rolls, and a copy of the standard monthly income statement that is prepared by the Existing Manager.

8.7 Extraordinary Actions. The Contributor will not, and will cause the Property Owner, the Contributed Entity and their Subsidiaries to not: (i) issue, sell, transfer, pledge, dispose of, encumber or permit any Lien on the Property or any membership interests, partnership interests or any other securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any membership interests, partnership interests or any other securities of the Property Owner, the Contributed Entity and their Subsidiaries, (ii) purchase or redeem any membership interests, partnership interests or other securities of the Property Owner, the Contributed Entity or any of their Subsidiaries (iii) sell or transfer any of such Person’s assets other than in the Ordinary Course, (iv) incur any material obligations or liabilities or enter into any material transaction other than in the Ordinary Course, or (v) amend the Property Owner’s, the Contributed Entity’s, or any of their Subsidiaries’ Organizational Documents.

8.8 Capital Improvements. The Contributor shall, or shall cause the Property Owner to, complete or diligently pursue the capital improvement, life safety and/or licensure related projects and items set forth on Schedule 8.8 (the “Required Capital Improvements”) prior to the Subsequent Closing Date. If the Contributor, or the Property Owner, does not complete the Required Capital Improvements on or prior to the Subsequent Closing Date to the Partnership’s reasonable satisfaction in accordance with the previous sentence, the Partnership’s

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sole remedy shall be a decrease in the Agreed Contribution Value in an amount equal to the Partnership’s reasonable estimate of the remaining cost to complete the Required Capital Improvements, based upon the budgeted cost thereof as set forth on Schedule 8.8, and such amount shall be settled in accordance with the apportionments set forth in Section 9.1.

8.9 Delivery and Use of Annual Financial Statements. At the Partnership’s request, at any time before or after the Subsequent Closing, the Contributor shall provide to the Partnership’s and/or ATA’s designated independent auditor access to the books and records of the Contributor, the Contributed Entities, the Property Owner, their Subsidiaries and/or the Property, the working papers of the independent auditors of any of the foregoing Persons and all related information regarding the period for which ATA is required to have any of the foregoing audited to enable ATA to comply with any financial reporting requirements applicable to ATA, and the Contributor shall provide to such auditor a representation letter regarding such books and records in a customary form and otherwise reasonably acceptable to the Partnership and the Contributor.

8.10 Exclusivity. From and after the date hereof, none of the Contributor, the Contributed Entities, the Property Owner or any of their respective Subsidiaries, Representatives or anyone acting on behalf of any of them shall make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Partnership and its Representatives) unless this Agreement is terminated pursuant to and in accordance with the provisions of this Agreement.

8.11 Tax Change Notices; Other Events. From and after the date hereof, the Contributor shall deliver to the Partnership copies of any property tax assessments or notices or any written notice from any Government Authority of its intent to conduct a Tax audit or Proceeding with respect to the Contributed Entity, Property Owner or any of its Subsidiaries, and shall promptly notify the Partnership of any (i) change in any condition with respect to the Real Property, (ii) notice of any violation issued in writing by any Governmental Authorities with respect to the Property, (iii) fire or other casualty affecting the Property, or (iv) event or circumstance which makes any representation or warranty of the Contributor to the Partnership under this Agreement materially untrue or misleading, or any covenant of the Contributor under this Agreement incapable or less likely of being performed.

8.12 Commercially Reasonable Efforts. The Contributor and the Partnership shall each use commercially reasonable efforts to satisfy their respective Closing Contingencies set forth in this Agreement. Additionally, the parties hereto shall collaborate in good faith with respect to the preparation of any and all offering memoranda, investor questionnaires, subscription materials, consent forms and other documents that are reasonably necessary or advisable in connection with the disclosure and consummation of the transactions contemplated by this Agreement.

8.13 Admission to Partnership. ATA, as general partner of the Partnership, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as limited partners of the Partnership on the Subsequent Closing Date but effective as of the Initial Closing Date.

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SECTION 9. APPORTIONMENTS; CLOSING COSTS.

9.1 Apportionments. The Partnership and the Contributor agree that, at and as of the date of the Initial Closing, all normal and customarily proratable items, including, without limitation, real estate taxes, personal property taxes, utility bills (except as hereinafter provided), invoiced rents and other income, and operating contract payments shall be prorated with respect to the Property as of the date of the Initial Closing, with Contributor being charged and credited for all of the same relating to the period up to the date of the Initial Closing and the Partnership being charged and credited for all of the same relating to the period on and after the date of the Initial Closing. All apportionments hereunder shall be settled in OP Units or as otherwise agreed by the parties as set forth in the Settlement Statement to be delivered at the Subsequent Closing.

(a) To the extent not covered by any tax escrows held by the Property Owner or the Lender, all real estate taxes, and items of income and expense with respect to the Property shall be prorated between the Contributor and the Partnership based upon amounts due and payable, on an accrual basis, in the calendar year in which the Initial Closing occurs except as set forth below. All prorations of real estate taxes shall be based upon the most recent available full year’s tax bills, and, if applicable, subject to re-proration when the actual tax bill for the applicable fiscal tax year in which the Initial Closing occurs is received. All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held in connection with the Property by the existing Lender of the existing Loan that will be either refinanced and replaced at the Subsequent Closing by the new Loan or remain in place and be assumed shall, upon such refinance or assumption , either (i) be paid directly to the new Lender to be held for the same purposes with respect to the new Loan or continue to be held by the existing Lender if the existing Loan is assumed or (ii) be paid to the Property Owner and shall follow the Property, and those held by the Contributor shall follow the Property, and shall be prorated and credited to the Contributor in the manner set forth in the Settlement Statement.

(b) Invoiced rents and other charges, other than for Tenants who owe Delinquent Amounts (as hereinafter defined), shall be prorated. Prepaid rents and other charges shall be credited to the Partnership. Without limiting the foregoing, rent and all other sums which are due and payable to the Property Owner by any Tenant, whether or not collected as of the Initial Closing, shall be adjusted, but the Partnership shall not be required to cause the rent and other sums for the period prior to Initial Closing to be remitted to the Contributor if, as, and when collected. At the Initial Closing, the Contributor’s Representative shall deliver to the Partnership a schedule of all rent, charges and other amounts payable by Tenants after the Initial Closing with respect to which the Contributor is entitled to receive a share under this Agreement, and any amount due and owing to the Property Owner before the Initial Closing by Tenants under the Leases which are unpaid on the date of the Initial Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by the Partnership from Tenants shall first be applied toward the Partnership’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to the Partnership for periods after the Initial Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by the Partnership from Tenants who owe Delinquent Amounts during the month in which the Initial Closing occurs shall first be applied to

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the payment of such Tenants’ Delinquent Amounts, if any, with respect to the month in which the Initial Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. The Partnership may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which the Contributor is entitled to receive a share of charges or amounts, without first obtaining the written consent of the Contributor. If a Delinquent Amount due the Contributors is not paid by a Tenant within the later of (i) sixty (60) days after the Initial Closing or (ii) sixty (60) days after billing therefor, the Contributor shall have the right to attempt to effect collection by litigation or otherwise so long as the Contributor does not take any action which would affect such Tenant’s right to occupy its leased premises or terminate its Lease. With respect to Delinquent Amounts owed by Tenants that are no longer Tenants of the Real Property as of the date of Initial Closing, the Contributor shall retain all rights relating thereto.

(c) To the extent security deposits, pet deposits or other deposits paid by Tenants under Leases are held in the name of the Property Owner, such deposits shall continue to be held by the Property Owner so as to be available to the Property Owner after the Initial Closing, or if such deposits are held by the Existing Manager, all such deposits shall be transferred to the applicable Property Owner or to the Partnership’s property manager prior to the Subsequent Closing. There shall be no apportionment or proration of any insurance premiums or costs or expenses related to the employment of any persons at the Property.

(d) The following items shall also be prorated between the Contributor and the Partnership as of the Initial Closing:

(i) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by Tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, the Contributor’s Representative shall cause meters for utilities to be read not more than one (1) day prior to the date of the Initial Closing.

(ii) Assignable license and permit fees paid on an annual or other periodic basis.

(iii) Prepaid interest or other payments paid to the Lender under the Loan.

(iv) Cash then being held in the Property Owner (other than security deposits, as provided in Section 9.1(c) above) shall be prorated as of the Initial Closing and, notwithstanding the terms of Section 9.1(g) below, the applicable prorated amount shall be distributed to the Contributor immediately prior to the Subsequent Closing.

(v) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by the Property Owner under the Leases).

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(e) For purposes hereof, unless this Agreement terminates, the Partnership shall be deemed to be the owner of the Contributed Entity and the Property Owner and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Initial Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Initial Closing. To the extent information necessary to make such prorations is not available at the Initial Closing or is determined to be inaccurate or incomplete after the Initial Closing, the amount of such prorations shall be subject to adjustment in OP Units (or as otherwise agreed by the parties) after the Initial Closing as and when complete and accurate information becomes available and at the Subsequent Closing. All prorations shall otherwise be final. The Contributor and the Partnership agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Initial Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and in all events prior to the Subsequent Closing and with respect to tax prorations, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Initial Closing occurs. Except as set forth in this Section 9.1, all items of income and expense for the period prior to the Initial Closing will be for the account of the Contributor and all items of income and expense for the period on and after the Initial Closing will be for the account of the Partnership, all as determined by the accrual method of accounting. Bills received after the Initial Closing which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Initial Closing shall be paid by the Contributor.

(f) Amounts on deposit with utility companies shall be credited to the Contributor. The Contributor shall, from and after the Initial Closing, at the Contributor’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Initial Closing and that pertain solely to the periods that the Contributor owned the Contributed Entity. The Contributor shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. The Contributors shall keep the Partnership informed as to any such appeals and to the extent that ongoing tax appeals pertain to periods that include any period after the Initial Closing or which are reasonably expected to result in higher tax assessment or payment, the Partnership shall be entitled to join in such appeal and/or pursue its own appeal, at the Partnership’s expense, from and after the date of the Initial Closing.

(g) Without limiting the terms of Sections 8.7 or 9.1(d)(iv) above, the parties acknowledge and agree that, from and after the Initial Closing until immediately prior to the Subsequent Closing, as provided in clause (ii) below, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Subsequent Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributor with respect to the Contributed Entity or the Property, as provided herein, the Contributed Entity shall distribute to the Contributor receiving OP Units an amount equal to the amount such Contributor would have been paid as a distribution on account of the OP Units it will receive at the Subsequent Closing had such OP Units been issued and sold to such Contributor at the Initial Closing.

(h) The parties acknowledge and agree that the gross fair market value of the portions of the Property treated as personal property under the Code is equal to the tax basis in such personal property and at the Subsequent Closing, the parties will reasonably agree on a fair market value allocation of value between the Land and Improvements.

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(i) The provisions of this Section 9.1 shall survive the Initial Closing.

9.2 Closing Costs.

(a) Partnership. The Partnership shall pay at the Initial Closing and Subsequent Closing all fees and expenses incurred in connection with the transactions contemplated herein, including but not limited to (i) all survey and title costs associated with the Real Property, (ii) all Loan Costs associated with the Lender Approval, (iii) all Transfer Taxes with respect to the Real Property, (iv) the Partnership’s other due diligence expenses, subject to Section 10.3, (v) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Partnership, and (vi) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributor, except as otherwise set forth in Section 9.2(b) below.

(b) Contributor. If this Agreement is terminated by the Partnership as a result of a default by the Contributor pursuant to Section 10.3 below, the Contributor shall be responsible for any and all legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributor and the Contributor’s Representative.

(c) Survival. The obligations of the parties under this Section 9.2 shall survive the Initial Closing.

SECTION 10. TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.

10.1 Termination. Anything to the contrary herein notwithstanding, this Agreement shall terminate and the transactions contemplated hereby abandoned:

(a) Upon termination by either the Partnership or the Contributor if the Closing Contingencies have not occurred on or before the Outside Closing Date; or

(b) Automatically if the Master Contribution Agreement is terminated.

10.2 Effect of Termination. If this Agreement is terminated pursuant to Section 10.1, then unless the terms of this Agreement, including Sections 10.3 and 10.4 below, specifically provide otherwise, no Person shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

10.3 Partnership’s Remedies for Pre-Closing Default. Without affecting any rights contained in Article XI of the Master Contribution Agreement or in the Governance Agreement, if any Contributor shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Partnership to the Contributor, then the Partnership’s sole remedy shall be either:

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(a) to terminate this Agreement, in which event this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and the Contributor shall, within three (3) Business Days following the termination, reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement;

(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof; or

(c) to compel specific performance of this Agreement, or if the remedy of specific performance is unavailable to the Partnership as a result of Contributed Entity’s intentional transfer of the Property (excluding the transfer of a portion of the Property due to a condemnation, or the transfer of immaterial amounts of personal property in the Ordinary Course) or the Contributor’s intentional transfer of the Interests to a Person other than the Partnership, other than as a result of a foreclosure, deed in lieu thereof, or similar lender remedy, then the Contributor shall reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY PARTNERSHIP IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.3 AND THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT THE ABOVE DESCRIBED AMOUNTS CONSTITUTE A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE PARTNERSHIP AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.3, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A PARTNERSHIP IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY CONTRIBUTOR THEREUNDER; AND RECEIPT BY THE PARTNERSHIP OF SUCH AMOUNTS UPON THE CONTRIBUTOR’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.4 Contributor’s Remedy for Pre-Closing Default. If the Partnership shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Contributor, then the Contributor’s sole remedy shall be either:

(a) to terminate this Agreement and this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and the Partnership shall, within three (3) Business Days following the termination, (i) pay to the Contributor the sum of One Hundred Thousand Dollars ($100,000.00) as liquidated damages, and (ii) reimburse the Contributor for all actual out-of-pocket costs and expenses incurred by the Contributor in connection with this Agreement;

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(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof; or

(c) to compel specific performance of this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY THE CONTRIBUTOR IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.4 AND THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT THE PAYMENT REQUIRED BY THIS AGREEMENT CONSTITUTES A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE CONTRIBUTOR AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.4, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A CONTRIBUTOR IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY THE PARTNERSHIP THEREUNDER; AND RECEIPT BY THE CONTRIBUTOR OF THE PAYMENT REQUIRED BY THIS AGREEMENT UPON THE PARTNERSHIP’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.5 Limitations on Liability.

(a) In General. The parties hereto confirm and agree that in each instance herein where a party or its Affiliates is entitled to payment or reimbursement for damages, costs or expenses pursuant to the terms and conditions of this Agreement, any payment or reimbursement made to such party shall be conclusively deemed to be for the account of both such party and its Affiliates, it being acknowledged and agreed that a payment or reimbursement made to such party for damages, costs or expenses shall be sufficient to satisfy all claims for payment or reimbursement of such party and its Affiliates. The parties further confirm and agree that no party hereto (a “Non-Performing Party”) will be deemed to be in default hereunder or be liable for any breach of its representations and warranties under this Agreement if its failure to perform an obligation hereunder is based solely on the non-performance of another party to this Agreement (which other party is not an Affiliate of the Non-Performing Party) or where all conditions precedent to the obligation of such Non-Performing Party to consummate the Initial Closing or Subsequent Closing under Sections 4 or 5, as applicable, have not been fulfilled.

(b) Maximum Liability Amount. Notwithstanding anything to the contrary contained in this Agreement, if the Subsequent Closing of the transactions hereunder shall have occurred: (i) the Contributor shall have no liability (and the Partnership shall make no claim against the Contributor) for a breach of any representation or warranty or any other obligation of the Contributor or for indemnification under this Agreement or any document executed by the Contributor in connection with this Agreement which relates in any manner to the transactions contemplated hereby unless and only to the extent the valid claims for all such breaches and indemnifications collectively aggregate to more than Ten Thousand Dollars ($10,000.00) (the “Basket”) and the liability of the Contributor under this Agreement and such

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other documents delivered in connection with the transactions contemplated hereby shall in no event exceed (except as provided below), in the aggregate, an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Cap”); and (iii) in no event shall the Contributor be liable for any consequential or punitive damages.

(c) Constituent Liability. No constituent member or partner in or agent of the Partnership, the Contributor, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, member, partner, participant, representative or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in the Partnership or the Contributor, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Partnership, the Contributor and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Partnership’s and the Contributor’s assets for the payment of any claim or for any performance, and the Partnership and the Contributor, on behalf of themselves and their respective successors and assigns, hereby waive any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent member or partner in the Partnership or the Contributor (or in any other constituent member or partner thereof), nor any obligation of any constituent member or partner in the Partnership or the Contributor (or in any other constituent member or partner thereof) to restore a negative capital account or to contribute capital to the Partnership or the Contributor (or to any other constituent member or partner thereof), shall at any time be deemed to be the property or an asset of the Partnership or the Contributor or any such other constituent member or partner (and neither the Partnership, the Contributor nor any of their respective successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or a member’s or partner’s obligation to restore or contribute). Notwithstanding the foregoing to the contrary, the provisions of this Section 10.5(c) shall have no impact on, and shall be superseded by, any agreement, whether entered into prior to or after the Effective Date, related to the allocation of assets and/or liabilities between the Contributor, its respective successors and assigns, or any constituent member, partner or subsidiary thereof.

(d) The terms of this Section 10 shall survive the Initial Closing and the Subsequent Closing.

SECTION 11. INDEMNIFICATION.

11.1 Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold the Partnership and its successors and assigns, ATA, and their respective employees, directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which they may suffer or incur by reason of (a) any breach by the Contributor of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing prior to the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity prior to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity or the Property and relating to the period prior to the Subsequent Closing

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Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period prior to the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time prior to the Subsequent Closing Date.

11.2 Partnership’s Indemnity. ATA and the Partnership jointly and severally, hereby agree to indemnify and hold the Contributor, the Contributed Entity, the Property Owner and their respective employees, directors, members, partners, affiliates and agents (the “Contributor Indemnitees”) harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor Indemnitees may suffer or incur by reason of (a) any breach by the Partnership of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing on or after the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity on or after to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity, the Property Owner or the Property and relating to the period on or after the Subsequent Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’ operations at any time on or after the Subsequent Closing Date.

11.3 Indemnification Procedure. All claims for indemnification pursuant to Sections 11.1 or 11.2 (“Claims”) shall be made in a reasonably detailed writing, which shall include, without limitation, the amount so demanded for such Claim (to the extent readily calculable), by the party seeking to be indemnified (the “Indemnified Party”) and sent to the addresses set forth in the notice provisions set forth herein (the “Indemnification Notice”). The making of a Claim pursuant to a properly delivered and reasonably detailed Indemnification Notice shall toll the running of the limitation period set forth above with respect to that specific Claim. The party from which indemnification is sought (the “Indemnifying Party”) shall have ten (10) days after such Indemnification Notice is received to either (i) agree to the Indemnified Party’s demand, or (ii) refuse such demand for indemnification. Should the Indemnifying Party fail to respond to the Indemnified Party’s Indemnification Notice within such ten (10) day period, the Indemnifying Party shall be deemed to have agreed to indemnify the Indemnified Party as requested in such Indemnification Notice. In the event that the Indemnifying Party refuses to indemnify the Indemnified Party pursuant to such Indemnification Notice, the Indemnified Party shall be free to pursue such Claim for indemnity pursuant to the terms of this Agreement with any court of competent jurisdiction.

11.4 Survival. The Terms of this Section 11 shall survive the Initial Closing and Subsequent Closing.

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SECTION 12. TAX MATTERS.

12.1 Tax Matters. The Contributor shall pay and indemnify, without duplication, the Contributed Entity, the Property Owner, their Subsidiaries, ATA and the Partnership for the following Taxes (and all related Adverse Consequences, including all out-of-pocket expenses incurred in defending an audit or other claim relating to such Taxes, but excluding any Transfer Taxes):

(a) all such Taxes resulting from a breach of a representation or warranty contained in Section 6.1(f) or a breach of any provision of this Section 12;

(b) with respect to such Taxes attributable to any Pre-Closing Tax Period: (i) all such Taxes of each Contributed Entity, the Property Owner and each of their Subsidiaries; and (ii) all such Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred in such Pre-Closing Tax Period; and

(c) with respect to such Taxes attributable to any Straddle Period: (i) the Taxes of each Contributed Entity, the Property Owner and each of its Subsidiaries attributable to the portion of such Straddle Period that ends on the Initial Closing Date, as determined under Section 12.2; and (ii) the Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred on or before the Initial Closing Date, as determined under Section 12.2.

12.2 Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 12.1, the parties agree to use the following conventions:

(a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Initial Closing Date but that relate to Taxes that accrued on or before the Initial Closing Date shall be treated as occurring prior to the Initial Closing Date;

(b) Except for Transfer Taxes and any other Taxes for which the Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 9.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Initial Closing Date shall be allocated between the portion of the period ending on the Initial Closing Date and the portion of the period beginning after the Initial Closing Date using the following conventions:

(i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Initial Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Initial Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and

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(ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Initial Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Initial Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Initial Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

12.3 Cooperation. Each the parties hereto shall provide the Partnership and the Contributor with such assistance as may reasonably be requested in connection with the preparation of any Tax Return or any audit or other Proceeding by any Governmental Authority relating to liabilities for Taxes. Such assistance shall, upon reasonable written notice, include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The Contributor shall provide to the Partnership, the Property Owner and the Contributed Entity with any information that the Contributed Entity and the Property Owner reasonably requests to allow the Partnership, the Property Owner or such Contributed Entity to comply with any information reporting requirements under the Code or other applicable Law.

12.4 Tax Returns.

(a) Pre-Closing Tax Periods. The Contributor shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for any Pre-Closing Tax Periods, and the Contributor shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.

(b) Straddle Periods and Post-Closing Periods. The Partnership shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for all taxable periods of each Contributed Entity, the Property Owner or any of their Subsidiaries other than the Pre-Closing Tax Periods, and the Partnership shall remit or cause to be remitted any Taxes due in respect of such taxable periods. At least 15 days prior to the deadline for the filing of any Tax Return for a Straddle Period (and before the Partnership files such Tax Return), the Partnership shall furnish to the Contributor’s Representative a draft of such Tax Return and Contributor’s Representative shall have the right to review, provide the Partnership written comments on, and approve the portion of such draft Tax Return that relates to Taxes allocable to the portion of the Straddle Period for which the Contributor is responsible.

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12.5 Claims; Tax Proceedings. If any Governmental Authority issues to any Contributed Entity, the Property Owner or any of their Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor is obligated to pay or indemnify the Partnership (collectively, a “Tax Claim”), Partnership shall notify the Contributor’s Representative within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributor would be responsible for all or a portion of such Tax Claim, the Contributor’s Representative may, at the Contributor’s sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributor’s Representative.

12.6 Certain Tax Elections. The Contributor shall not have allowed any Contributed Entity, the Property Owner or any of their Subsidiaries prior to, on, or after the Initial Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to any Contributed Entity, the Property Owner or any of their Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity, the Property Owner or any of their Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of any Contributed Entity, the Property Owner or any of their Subsidiaries for any period ending after the Initial Closing Date.

12.7 Other Treatment.

(a) The Contributor and the Partnership agree for all relevant Tax purposes to treat all indemnification payments to the Partnership pursuant to this Agreement as adjustments to the Agreed Contribution Value.

(b) It is the intent of the Contributor and the Partnership that the transfer by the Contributor of Interests to the Partnership in exchange for OP Units shall be treated as a tax-deferred contribution of assets to the Partnership under Section 721 of the Code.

12.8 Other Provisions. The provisions of this Section 12 shall govern all indemnity claims with respect to Taxes, including, without limitation, claims related to a breach of a representation or warranty contained in Section 6.1(e) or a breach of any provision of this Section 12.

12.9 Survival. The obligations of the Contributor to pay or indemnify for a Tax under this Section 12 shall expire upon the expiration of the applicable statute of limitations

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(after taking into account any waiver, extension, tolling, or mitigation thereof) of the underlying Tax; provided, however, to the extent that the Contributor’s obligation to pay a Tax arises under a contract or other agreement or arrangement, the Contributor’s obligations under this Section 12 shall not expire until sixty (60) after the expiration of such Contributor’s obligation to pay such Tax under the contract or other agreement or arrangement. All other obligations of the Contributor under this Section 12 shall survive until fully performed.

SECTION 13. MISCELLANEOUS.

13.1 Drafts not an Offer to Enter into a Legally Binding Contract. The parties hereto agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract with respect to the contribution and sale of the Property. The parties shall be legally bound with respect to the contribution and sale of the Interests pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and the Contributor and the Partnership have fully executed and delivered to each other a counterpart of this Agreement.

13.2 Brokerage Commissions. Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby, and that it reasonably believes that there is no basis for any other person or entity to claim any brokerage commissions, finder’s fees or similar payments or other compensation for bringing about this Agreement or the transactions contemplated hereby. The Contributor shall indemnify and hold harmless the Partnership, and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Contributor. The Partnership shall indemnify and hold harmless the Contributor and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Partnership. Nothing contained in this Section 13.2 shall be deemed to create any rights in any third party. The provisions of this Section 13.2 shall survive the Initial Closing and the Subsequent Closing hereunder and any termination of this Agreement.

13.3 Publicity. Except to the extent ATA or the Partnership deems it necessary or advisable in order to satisfy their disclosure obligations under the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended, and all regulations promulgated thereunder, or as may otherwise be required by Law, none of the Contributor, the Contributor’s Representative, or their respective Affiliates, on the one hand, nor ATA, the Partnership or their respective Affiliates, on the other hand, may issue any press release or other public announcement relating to this Agreement or the transaction contemplated hereby without the prior written approval of the other. In the event ATA or the Partnership deems it necessary or appropriate to issue any press release, file any report of filing with the SEC or make any other

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public announcement relating to this Agreement or the transaction contemplated hereby, the Partnership shall first consult with and reasonably consider any comments or suggestions of the Contributor’s Representative with respect thereto. Nothing contained herein shall be deemed to prohibit or limit the Partnership’s ability to make any disclosures it deems necessary or advisable to rating agencies, the Lender (including its servicers), the Title Company, potential sources of financing, financial analysts, accountants, attorneys, or to Governmental Authorities in order to satisfy the Closing Contingency set forth in Section 4.5 or to obtain zoning or Property information.

13.4 Notices.

(a) All notices, requests, demands, consents, approvals, elections and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if delivered personally, (ii) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) or (iii) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Contributor’s Representative or the Contributor, to:	DeBartolo Development LLC 4401 W. Kennedy Boulevard, 3rd Floor Tampa, Florida 33609 Attn: Edward M. Kobel Fax: (813) 676-7696 Email: ekobel@DeBartoloDevelopment.com
with a copy to:	Gray Robinson, P. A. 201 N. Franklin Street, Suite 2200 Tampa, Florida 33602 Attn: Michael J. Nolan Fax: (813) 273-5039 Email:mnolan@gray-robinson.com
If to the Partnership or ATA, to:	Apartment Trust of America Holdings, L.P. 4901 Dickens Road, Suite 101 Richmond, Virginia 23230 Attn: Stanley J. Olander, Jr. Fax: (804) 244-0199 Email: jolander@atareit.com

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with a copy to:	Hunton & Williams LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219-4074 Attn: Daniel M. LeBey, Esq. Fax:(804) 788-8218 Email: dlebey@hunton.com Attn: Andrew J. Tapscott, Esq. Fax:(804) 788-8218 Email: atapscott@hunton.com
If to Title Company, to:	Chicago Title Company 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn: Debby S. Moore Fax:(214) 570-0210 Email: debby.moore@cttdallas.com

(b) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

13.5 Waivers, Etc. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof. This Agreement may not be amended nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

13.6 Assignment; Successors and Assigns. Except as otherwise provided herein, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties; provided, however, the Partnership may assign this Agreement in whole or in part to any of Partnership’s Affiliates; provided, however, such assignment shall not in any way release the Partnership from its obligations or liabilities under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

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13.7 Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

13.8 Counterparts, Entire Agreement, Amendments. This Agreement may be executed in two (2) or more counterparts, including by facsimile or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto.

13.9 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTY, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY. IT IS THE PARTIES’ INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO THE PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE.

(b) For the purposes of any suit, action or proceeding involving this Agreement, the Contributor and the Partnership hereby expressly submit to the jurisdiction of all federal and state courts sitting in the State of New York and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service; provided that a reasonable time for appearance is allowed, and the Partnership agrees that such courts shall have the exclusive jurisdiction over any such suit, action or proceeding commenced by any party. In furtherance of such agreement, the Partnership agrees upon the request of any party to discontinue (or agree to the discontinuance of) any such suit, action or proceeding pending in any other jurisdiction.

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(c) The Partnership hereby irrevocably waives any objection that the Partnership may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the State of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) EACH PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

13.10 Performance on Business Days. All time periods expire at 5:00 p.m. Eastern Time on the last day of such time period. In the event the date on which performance or payment of any obligation of a party required hereunder, or the expiration of each period of time hereunder, is other than a Business Day, the time for payment or performance, or the expiration of such time period, shall automatically be extended to the first Business Day following such date.

13.11 Attorneys’ Fees. If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

13.12 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of contributor and acquiror.

13.13 Section and Other Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

13.14 Further Assurances. At and after the Initial Closing Date and the Subsequent Closing Date, the parties agree to execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the other Transaction Documents and to make effective the transactions contemplated hereby.

13.15 Force Majeure. “Force Majeure” shall mean any Act of God, earthquake, hurricane, flood, fire, or extraordinary weather condition; riot, war, or order of a civil, military or naval authority; strikes, labor disputes, or any other course of events reasonably beyond Buyer’s or the Contributor’s control. In the event that either party shall claim a delay based upon Force

56

Majeure, such party shall immediately advise the other of the commencement and resolution of any Force Majeure event. All time periods shall be extended for the period of time during which the Force Majeure event existed. Such party’s failure to timely advise the other of a Force Majeure event shall be deemed a waiver of such party’s right to claim Force Majeure with respect to such event.

13.16 Time of Essence. Time is of the essence of this Agreement, and of each and every provision hereof, and in the performance of all conditions and covenants to be performed or satisfied by any party hereto.

13.17 Contributor’s Representative. If at any time the Contributor’s Representative ceases to be the manager of the Contributor, then the Contributor hereby irrevocably constitutes and appoints the Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributor’s Representative acting for the Contributor and in the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributor, including for the purposes of: (i) performing the duties of the Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Partnership the payment of the Agreed Contribution Value, and distributing to the Contributor its portion of such funds; (iii) changing the time, date or place of the Initial Closing or Subsequent Closing; (iv) granting any consent or waiver required or desired of the Contributor by the Partnership pursuant to this Agreement; (v) representing the Contributor in connection with any indemnification related matter, including disputing or settling any claim by the Partnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering all documents contemplated by this Agreement and any other instruments which the Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. The Contributor hereby grants unto the Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 13.17, as fully to all intents and purposes as the Contributor might or could do in person, hereby ratifying and confirming all that the Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributor’s Representative and shall survive the bankruptcy of such Person. The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributor’s Representative in accordance with this Section 13.17 or any decisions made by the Contributor’s Representative in accordance with this Section 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in

57

respect of amounts received by Contributor’s Representative on behalf of the Contributor. The Contributor’s Representative shall not be liable to the Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributor’s Representative shall not be liable to the Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of the Contributor to whom payment was due, but not made, shall be to recover from the other Contributor, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributor’s Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

13.18 All or Nothing Transaction. Pursuant to the terms of this Agreement, the Contributor agrees to contribute to the Partnership, and the Partnership agrees to receive from Contributor, all of the Interests of the Contributed Entity in consideration for the Agreed Contribution Value. The sale of the Interests shall be on an “all or nothing” basis, and the Partnership shall not be required to consummate the transactions contemplated by this Agreement unless the Contributor conveys all of the Interests to the Partnership.

13.19 Survival. Except for the provisions of this Agreement which are expressly intended to survive the termination of this Agreement or the Subsequent Closing, the rights and obligations of each party hereto shall not survive the termination of this Agreement or the Subsequent Closing.

13.20 ATA’s SEC Filings. The Contributor acknowledges that the Partnership is a subsidiary of ATA, which is a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that may include audited and unaudited financial statements with respect to the Property, the Property Owner, the Contributed Entity and their Subsidiaries, including the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist ATA in preparing the SEC Filings and any required audited financial statements, the Contributor agrees to (a) within thirty (30) days after the date of this Agreement, and at ATA’s request, any time thereafter until the first anniversary of the Subsequent Closing Date, deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit I (the “Audit Inquiry Letter”) to the Contributor’s counsel prior to Subsequent Closing and deliver to ATA an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (b) at ATA’s request at any time until the first anniversary of the Subsequent Closing Date, deliver a representation letter in the form requested by ATA’s auditors to ATA, and (c) provide ATA, within thirty (30) days after the date of this Agreement, such financial and other data and information relating to the Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA and its registered independent accounting firm may reasonably require in order to enable ATA and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to the Contributed Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA

58

deems necessary to include in its SEC Filings, including but not limited to (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from the Contributor to ATA’s registered independent accounting firm in a form acceptable to ATA (provided that in no event shall the Contributor have any liability to ATA or such registered independent accounting firm for the assurances or representations made therein, but the Contributor shall reasonably cooperate, at no cost or expense to the Contributor, in connection with such audit, including, if required by ATA’s registered independent accounting firm, answering a standard Statement on Auditing Standards No. 99 questionnaire from such registered independent accounting firm). The provisions of the foregoing Section shall survive the Subsequent Closing for a period of 365 days. The Partnership or ATA shall reimburse the Contributor for its actual and documented out-of-pocket expenses in connection with compliance with this Section.

13.21 Legends.

(a) For as long as the OP Units and the ATA Common Stock, if any, issued pursuant to this Agreement are not registered under the Securities Act, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED IN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

(b) In addition to any legends required by the Charter, for as long as the ATA Common Stock, if any, issued pursuant to this Agreement or upon the redemption of OP Units issued pursuant this Agreement is subject to the restrictions set forth in the Governance Agreement and the Registration Rights Agreement, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS

59

SET FORTH IN THE CORPORATE GOVERNANCE, VOTING AND RESALE RESTRICTION AGREEMENT, DATED AS OF AUGUST 3, 2012, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 3, 2012, RELATING TO APARTMENT TRUST OF AMERICA, INC. AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREOF. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.”

If any such shares of ATA Common Stock cease to be subject to the restrictions referred to above, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such shares of ATA Common Stock without the legends required by this Section 13.21(b) endorsed thereon.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

60

IN WITNESS WHEREOF, the parties have caused this Contribution and Sale Agreement to be executed as a sealed instrument as of the Effective Date.

PARTNERSHIP:
APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership
By:	Apartment Trust of America, Inc., a Maryland corporation
Its:	General Partner

By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and Chairman of the Board of Directors

ATA:
APARTMENT TRUST OF AMERICA, INC., a Maryland corporation
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and Chairman of the Board of Directors

[Signature Page of Bay Breeze Interest Contribution Agreement]

CONTRIBUTOR’S REPRESENTATIVE: DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company
By:	/s/ Edward M. Kobel
Name:	Edward M. Kobel
Title:	Manager
CONTRIBUTOR:
DK BAY BREEZE, LLC, a Florida limited liability company
By:	DeBartolo Development, LLC
Its:	Manager

By:	/s/ Edward M. Kobel
Name:	Edward M. Kobel
Title:	Manager

[Signature Page of Bay Breeze Interest Contribution Agreement]

Exhibit A

Legal Description of the Land

A parcel of land situated in Lee County, Florida, being a part of Government Lot 2, Section 2, Township 46 South, Range 23 East, and further bounded and described as follows:

The Westerly 1002.80 feet of said Government Lot 2, LESS AND EXCEPT the Northerly 25.00 feet thereof for roadway purposes.

1

Exhibit B

Rent Roll

1

Exhibit C

Existing Loan Documents

1. Promissory Note dated September 12, 2011, by Bay Breeze Sonesta, LLC, a Florida limited liability company (“Borrower”) in the original principal amount of $9,191,946.35 made payable to USAMERIBANK, a Florida banking corporation (the “Lender”).

2. Mortgage and Security Agreement dated June 3, 2010, as amended by that certain Notice of Future Advance and Mortgage Modification Agreement dated September 12, 2011 and affecting the Property.

3. Guaranty Agreement dated as of September 12, 2011, by DeBartolo Development, LLC, a Delaware limited liability company in favor of Lender.

1

Exhibit D

Form of Tax Protection Agreement

1

Exhibit E

Form of Assignment and Assumption Agreement

1

Exhibit F

Form of Interest Assignments

1

Exhibit G

Loan Indemnification Agreement

Exhibit H

Release of Claims

Exhibit I

Form of Audit Inquiry Letter

Exhibit J

Form of Joinder to Registration Rights Agreement

Exhibit K

Form of Amendment to Partnership Agreement

Exhibit L

Form of Governance Agreement

Exhibit M

Form of Articles Supplement

Exhibit N

Form of Cash Investment Agreement

Exhibit O

Form of Escrow Agreement

Exhibit P

Form of Joinder to Partnership Agreement

Schedule 1

List of Other Contribution Agreements

1. Interest Contribution Agreement dated August 3, 2012 by and among DK Esplanade, LLC and DK Esplanade II, LLC, as Contributors, DeBartolo Development, LLC, as Contributors’ Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Esplanade Apartments in Orlando, Florida.

2. Interest Contribution Agreement dated August 3, 2012 by and among DK Gateway Andros II, LLC, as Contributor, DeBartolo Development, LLC, as Contributor’s Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Andros Isles Apartments in Daytona Beach, Florida.

Schedule 2.2(c)

Objections List

Schedule 3.2(c)(ii)

List the Contributor if Eligible for Tax Protection

1. DK Bay Breeze, LLC

Schedule 6.1(b)

Capitalization and Title to Interests

Owner of Interests in Contributed Entity		Percentage Ownership in
		Contributed Entity
DK Bay Breeze, LLC		100%
	Total:	100%

Schedule 6.1(d)

List of Subsidiaries

None

Schedule 6.1(i)

Leased FF&E

Schedule 6.1(j)

Schedule of Non-Terminable Contracts

Schedule 6.1(l)

Litigation

Schedule 6.2

Due Diligence Material

1. Property Conditions Reports

2. Certificates of Occupancy

3. Site Plans and Floor Plans

4. As-Built Plans and Specifications

5. Property Photographs

6. Preliminary Title Report, Title Policies, and Underlying Title Documents

7. Existing Surveys

8. Zoning Compliance Reports and Zoning Compliance Letters

9. Rent Roll

10. Income and Expense Statements, Year End Financial and monthly Operating Statements for 2009 – 2011 and 2012 Year to Date

11. 2012 Operating Budget

12. Report of Past 3 Years’ Capital Improvements

13. Capital Budget for Forward 3 Years

14. Aged Delinquency Report

15. Lease Expiration Report

16. Security Deposit and Pet Deposit Reports

17. General Ledger Report

18. Service, Maintenance, Repair, Leasing, Pest Control, Supply and Management Contracts, and Equipment Leases

19. Utility Bills (past 2 years)

20. Utility Permits and Deposits

21. Property Tax Bills and All Assessments (past 3 years)

22. All Environmental Reports and any other environmental related inspections or mitigation reports

23. All Engineering/Physical Condition/Soils Reports

24. Termite Report and Termite Bond

25. Copies of pending insurance claims

26. Personal Property and Inventory List

27. ADA Report

28. All Warranties and Guarantees

29. Standard Lease Form

30. Resident Demographic Report

31. Permits, Licenses, and Governmental Approvals

32. Insurance Certificate and a statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of the Property or the Property Owner

33. All contracts for repair or capital replacement covering work performed at the Real Property during the immediately preceding three (3) years if the contract price was in excess of $10,000

34. Seismic Report (if any)

35. Flood Insurance (if any)

36. Litigation or Condemnation Proceedings (if any)

37. Tenant Leases (to be available at the property)

Schedule 8.8

Required Capital Improvements

88

EX-10.21

Exhibit 10.21

INTEREST CONTRIBUTION AGREEMENT

by and among

DK ESPLANADE, LLC, a Florida limited liability company, and

DK ESPLANADE II, LLC, a Florida limited liability company

collectively, the Contributors,

DEBARTOLO DEVELOPMENT, LLC,

a Delaware limited liability company,

as the Contributors’ Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

a Virginia limited partnership,

as the Partnership

and

APARTMENT TRUST OF AMERICA, INC.,

a Maryland corporation

August 3, 2012

Esplanade Apartments

Orlando, Florida

TABLE OF CONTENTS

	Page
SECTION 1.         DEFINITIONS.		2
SECTION 2.         CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.		13
2.1     Contribution and Sale		13
2.2     Title Matters.		13
2.3     Condemnation		14
2.4     Casualty.		15
2.5     Excluded Liabilities and Excluded Assets		15
SECTION 3.         CLOSING; CONTRIBUTION PRICE.		16
3.1     Closings.		16
3.2     Agreed Contribution Value		17
3.3     Contributors’ Initial Closing Documents		18
3.4     Partnership’s Initial Closing Documents		20
3.5     Contributors’ Subsequent Closing Documents		21
3.6     Partnership’s Subsequent Closing Documents		21
3.7     Escrow Agent’s Subsequent Closing Deliveries		21
SECTION 4.         CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.		22
4.1     Representations and Warranties True		22
4.2     Lender Approval		22
4.3     Contributors’ Performance		23
4.4     Title Policies		23
4.5     Permits; Consents		23
4.6     No Bankruptcy or Court Order		23
4.7     Closing Under Cash Investment Agreement		23
4.8     No Material Adverse Change		23
4.9     Closing Deliveries		23
SECTION 5.         CONDITIONS TO CONTRIBUTORS’ OBLIGATION TO CLOSE.		24
5.1     Representations and Warranties True		24
5.2     Lender Approval		24
5.3     Partnership’s Performance		24
5.4     No Bankruptcy or Court Order		24
5.5     Closing Deliveries		24

i

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS	25
6.1     Representation and Warranties of Contributors	25
6.2     Due Diligence Materials	35
6.3     Access	35
SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.	36
7.1     Organization and Authorization	36
7.2     No Consents	36
7.3     No Conflicting Agreements	36
7.4     Litigation	37
7.5     Authorization of Issuance of Securities	37
7.6     No Registration of Securities	37
7.7     Integration	37
SECTION 8.         INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.	38
8.1     Compliance with Laws and Permitted Encumbrances	38
8.2     General Operation	38
8.3     Maintenance; Contracts	38
8.4     New Leases; Vacant Units	39
8.5     Audits of the Property and Operations	39
8.6     Financial Information	39
8.7     Extraordinary Actions	39
8.8     Capital Improvements	39
8.9     Delivery and Use of Annual Financial Statements	40
8.10   Exclusivity	40
8.11   Tax Change Notices; Other Events	40
8.12   Commercially Reasonable Efforts	40
8.13   Admission to Partnership	40
SECTION 9.         APPORTIONMENTS; CLOSING COSTS.	41
9.1     Apportionments	41
9.2     Closing Costs.	44
SECTION 10.         TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.	44
10.1   Termination	44
10.2   Effect of Termination	44
10.3   Partnership’s Remedies for Pre-Closing Default	44
10.4   Contributors’ Remedy for Pre-Closing Default	45
10.5   Limitations on Liability.	46

ii

SECTION 11.         INDEMNIFICATION.	47
11.1   Contributor’s Indemnity	47
11.2   Partnership’s Indemnity	48
11.3   Indemnification Procedure	48
11.4   Survival	48
SECTION 12.         TAX MATTER	48
12.1   Tax Matters	49
12.2   Allocation of Taxes	49
12.3   Cooperation	50
12.4   Tax Returns.	50
12.5   Claims; Tax Proceedings	51
12.6   Certain Tax Elections	51
12.7   Other Treatment.	51
12.8   Other Provisions	51
12.9   Survival	51
SECTION 13.         MISCELLANEOUS.	52
13.1   Drafts not an Offer to Enter into a Legally Binding Contract	52
13.2   Brokerage Commissions	52
13.3   Publicity	52
13.4   Notices.	53
13.5   Waivers, Etc	54
13.6   Assignment; Successors and Assigns	54
13.7   Severability	55
13.8   Counterparts, Entire Agreement, Amendments	55
13.9   Governing Law; Jurisdiction; Waiver of Jury Trial.	55
13.10 Performance on Business Days	56
13.11 Attorneys’ Fees	56
13.12 Relationship	56
13.13 Section and Other Headings	56
13.14 Further Assurances	56
13.15 Force Majeure	56
13.16 Time of Essence	57
13.17 Contributors’ Representative	57
13.18 All or Nothing Transaction	58
13.19 Survival	58
13.20 ATA’s SEC Filings	58
13.21 Legends.	59

iii

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Legal Description of the Land
Exhibit B	Rent Roll
Exhibit C	Loan Documents
Exhibit D	Form of Tax Protection Agreement
Exhibit E	Form of Assignment and Assumption Agreement
Exhibit F	Form of Interest Assignments
Exhibit G	Form of Loan Indemnification Agreement
Exhibit H	Release of Claims
Exhibit I	Form of Audit Inquiry Letter
Exhibit J	Form of Joinder to Registration Rights Agreement
Exhibit K	Form of Amendment to Partnership Agreement
Exhibit L	Form of Governance Agreement
Exhibit M	Form of Articles Supplement
Exhibit N	Form of Cash Investment Agreement
Exhibit O	Form of Escrow Agreement
Exhibit P	Form of Joinder to Partnership Agreement
Schedule 1	List of Other Contribution Agreements
Schedule 2.2(c)	Objections List
Schedule 3.2(c)(ii)	List of Contributors Eligible for Tax Protection
Schedule 6.1(b)	Capitalization and Title to Interests
Schedule 6.1(d)	List of Subsidiaries
Schedule 6.1(i)	Leased FF&E
Schedule 6.1(j)	Schedule of Non-Terminable Contracts
Schedule 6.1(l)	Litigation
Schedule 6.2	List of Due Diligence Materials
Schedule 8.8	Required Capital Improvements

iv

INTEREST CONTRIBUTION AGREEMENT

THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of August 3, 2012 (the “Effective Date”), by and among (i) DK ESPLANADE, LLC, a Florida limited liability company, and DK ESPLANADE II, LLC, a Florida limited liability company (collectively, the “Contributors”), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributors’ Representative”), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).

W I T N E S S E T H :

WHEREAS, the Contributors own directly, beneficially and of record, one hundred percent (100%) of the membership interests in ESPLANADE APARTMENTS, LLC, a Florida limited liability company (referred to herein as the “Contributed Entity” or the “Property Owner”); and

WHEREAS, all of the outstanding membership interests in the Contributed Entity are collectively referred to herein as the “Interests”; and

WHEREAS, the Property Owner is the owner of the real property located in Orlando, Florida, and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, commonly known as “Esplanade Apartments”; and

WHEREAS, ATA is the general partner of the Partnership, and ATA holds its assets and conducts its operations through the Partnership; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the ATA and others have entered into a securities purchase agreement with the investors named therein, in the form attached hereto as Exhibit N (the “Cash Investment Agreement”), relating to the cash investment by such investors, in one or more tranches, in exchange for the securities and other consideration set forth therein; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Partnership, ATA, Elco Landmark Residential Holdings LLC, and Elco Landmark Residential Management LLC have entered into the Master Contribution Agreement and various interest contribution agreements with one or more Affiliates of the parties to the Master Contribution Agreement; and

WHEREAS, the Partnership, the Contributors and their Affiliates, as applicable, also have executed and delivered certain other agreements and instruments, both pursuant to this Agreement and the Other Contribution Agreements, all of which have been delivered to Goulston & Storrs, P.C. in its capacity as escrow agent (“Escrow Agent”), to be held by Escrow Agent in escrow pending the applicable Subsequent Closings under this Agreement and such Other Contribution Agreements pursuant to their terms and to the terms of that certain Escrow Agreement dated as of the date hereof by and between the parties and the Escrow Agent in the form attached hereto as Exhibit O; and

1

WHEREAS, the Contributors wish to contribute the Interests in the Contributed Entity to the Partnership, and the Partnership wishes to acquire (either directly or through an Affiliate to which the Partnership may assign its rights hereunder) the Interests in the Contributed Entity and thereby acquire all of the Contributed Entity’s right, title and interest in and to the Property Owner upon the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Contributors and the Partnership hereby agree as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used in this Agreement and not defined elsewhere herein shall have the meanings set forth below, in the Section of this Agreement referred to below, or in such other document or agreement referred to below (such definitions to be equally applicable to both the singular and plural forms of the terms defined). When a reference is made in this Agreement to Sections, subsections, Schedules or Exhibits, such reference is to a Section, subsection, Schedule or Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein are deemed in each case to be followed by the words “without limitation.” The word “herein” and similar references mean, except where a specific Section reference is expressly indicated, the entire Agreement rather than any specific Section. The word “or” has, except as otherwise indicated, the inclusive meaning represented by the phrase “and/or.”

“Accredited Investors” shall have the meaning set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

“Act of Bankruptcy” shall mean: (i) if a party hereto or any general partner, manager or any Person with a Controlling Interest thereof shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or all of or a substantial part of its property; (b) admit in writing its inability to pay its debts as they become due; (c) make a general assignment for the benefit of its creditors; (d) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); (e) be adjudicated a bankrupt or insolvent; (f) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; (g) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); or (h) take any corporate or partnership action for the purpose of effecting any of the foregoing; or (ii) if a proceeding or case shall be commenced, without the application or consent of a party hereto or any general partner thereof in any court of competent jurisdiction seeking (1) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts, of such party or general partner; (2) the appointment of a receiver, custodian, trustee or liquidator for such party or general partner or all or any substantial part of its assets; or (3) other similar relief under any law

2

relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed; or (iii) an order (including an order for relief entered in an involuntary case under the Federal Bankruptcy Code, as now or hereinafter in effect), judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) consecutive days.

“Additional Exception” shall have the meaning given such term in Section 2.2(d).

“Adverse Consequences” shall mean all liabilities, demands, claims, actions, causes of action, costs, expenses, damages (including incidental, special, but excluding consequential and punitive damages and lost profits), Taxes, losses, penalties, fines, judgments or amounts paid in settlement, including reasonable attorneys’ and accountants’ fees, including, without limitation, all Adverse Consequences incurred by the Contributed Entity. The term Adverse Consequences expressly includes any consequences arising from the Partnership’s sending, or failure to send, any filings relating to Transfer Taxes due, or otherwise, in connection with the transactions contemplated by this Agreement, including any interest, penalties or reassessment of the value of the Property for purposes of ad valorem taxes, and the Partnership’s failure to pay any Transfer Taxes due in connection with the transactions contemplated by this Agreement.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, under common control with, or having a Controlling Interest in that Person and any officer, director or controlling person of that Person. For purposes of this Agreement, each Contributor and the Contributed Entity is an Affiliate of each other Contributor and the Contributed Entity.

“Agreed Contribution Value” shall mean the aggregate amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00), subject to the adjustments, credits and prorations as provided herein, payable in accordance with the provisions of Section 3.2.

“Agreement” shall mean this Interest Contribution Agreement, together with all Exhibits and Schedules attached hereto, as it and they may be amended from time to time as herein provided.

“Annual Financial Statements” shall mean the audited financial statements of the Contributed Entity, on a consolidated basis to the extent applicable, as of and for the fiscal years ended December 31, 2009, 2010 and 2011.

“Articles Supplement” shall mean the supplement to the Charter in substantially the form attached hereto as Exhibit M.

“As-Built Drawings” shall mean, with respect to the Real Property, the final “as-built” plans and specifications for the Improvements, which are to be furnished by the Contributor to the Partnership pursuant to Section 3.5(c).

“Assignment and Assumption Agreement” shall have the meaning given such term in Section 2.5.

“ATA” shall have the meaning given such term in the first paragraph of this Agreement.

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“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Audit Inquiry Letter” shall have the meaning given such term in Section 13.20.

“Audited Year” shall have the meaning given such term in Section 13.20.

“Business Day(s)” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in the State of New York are authorized by law or executive action to close.

“Cash Investment Agreement” shall have the meaning set forth in the Recitals.

“Casualty Notice” shall have the meaning given such term in Section 2.4(a)

“Charter” means the Articles of Amendment and Restatement of ATA, as amended or supplemented from time to time, including by the Articles Supplement.

“Claims” shall have the meaning given such term in Section 11.3.

“Closing Contingencies” shall have the meaning given such term in Section 4.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder from time to time.

“Condemnation Notice” shall have the meaning given such term in Section 2.3.

“Contracts” shall mean any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity or the Property, including but not limited to: (a) equipment leases and laundry leases relating to the Property and to which the Property Owner is a party, (b) the Existing Management Agreement, and (c) any service or other contracts relating to the Property and to which the Property Owner is a party which are disclosed in writing to the Partnership on or before the Initial Closing, which are acceptable to Partnership in the Partnership’s reasonable discretion; provided, however, any equipment leases, service or other contracts that the Partnership does not wish to assume and which are cancellable without penalty on not more than sixty (60) days’ notice shall be caused to be terminated by the Contributors simultaneous with the Subsequent Closing.

“Contributed Entity” shall have the meaning given such term in the recitals.

“Contributors” shall have the meaning given such term in the first paragraph of this Agreement.

“Contributors’ Representative” shall have the meaning given to such term in the first paragraph of this Agreement.

“Controlling Interest” shall mean: (a) as to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation (through ownership of such shares or by contract), and (b) as to a Person not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

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“Court Order” shall mean any judgment, order, award or decree of any United States federal, state or local, or any supra-national or non-United States, court or tribunal and any award in any arbitration Proceeding.

“Delinquent Amounts” shall have the meaning given such term in Section 9.1(b).

“Due Diligence Materials” shall have the meaning given such term in Section 6.2.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Escrow Agent” shall have the meaning set forth in the Recitals.

“Excluded Assets” shall mean the real property or personal property (if any) owned by the Contributors, the Contributed Entity or their Subsidiaries as of the Initial Closing Date which do not constitute, or are not located on, used or held in connection with, earned or derived from, the Property.

“Excluded Liabilities” shall have the meaning given such term in Section 2.5.

“Existing Management Agreement” shall mean that certain property management agreement heretofore in effect by and between the Property Owner and the Existing Manager.

“Existing Manager” shall mean GREP Southeast, LLC, a Delaware limited liability company.

“FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by the Property Owner and located in or at, or used in connection with the ownership, operation or maintenance of, the Property, but excluding the Excluded Assets. FF&E shall include, but not limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Real Property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (b) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description used or useful in the operating and maintenance of the Property, and located on or in the Real Property, and all modifications, replacements, alterations and additions to such personal property; (c) supply items customarily included within “Property and Equipment” under GAAP, and (d) supplies and all other tangible personal property used in connection with the operation, ownership, or maintenance of the Real Property (as such terms are customarily used and defined in the most broad and inclusive sense).

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“Financial Statements” shall mean the Interim Financial Statements and the Annual Financial Statements collectively.

“FIRPTA Affidavits” shall have the meaning given such term in Section 3.3(n).

“Force Majeure” shall have the meaning given such term in Section 13.15.

“GAAP” shall mean Generally Accepted Accounting Principles as adopted by the American Institute of Certified Public Accountants, consistently applied.

“Governance Agreement” shall mean the Corporate Governance Agreement substantially in the form attached hereto as Exhibit L, among ATA and the other parties thereto.

“Governmental Authority” shall mean any federal, state, county or municipal government, or political subdivision thereof, any governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

“Hazardous Materials” shall mean materials, wastes or substances (including, without limitation, any pollutants or contaminants such as asbestos and raw materials which include hazardous components), hazardous mold or other similar substances or materials, that are (i) included within the definition of any one or more of the terms “hazardous substances,” “hazardous materials,” “toxic substances,” “toxic pollutants” and “hazardous waste” in the Hazardous Materials Laws, (ii) regulated, or classified as hazardous or toxic, under federal, state or local environmental laws or regulations, (iii) petroleum or petroleum by-products, including gasoline and diesel, (iv) asbestos or asbestos-containing materials, (v) polychlorinated biphenyls, (vi) flammable explosives, and (vii) radioactive materials.

“Hazardous Materials Laws” shall mean shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder.

“Improvements” shall mean all buildings, fixtures, walls, fences, landscaping and other structures and improvements situated on, affixed or appurtenant to the Land, including, but not limited to, all pavement, access ways, curb cuts, parking, kitchen and support facilities, meeting rooms, swimming pool facilities, recreational amenities, office facilities, drainage system and facilities, air ventilation and filtering systems and facilities and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone, cable television and natural gas, if applicable, to the extent the same form a part of the Property and all appurtenances thereto.

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“Indebtedness” shall mean, at a particular time, without duplication, to the extent required to be reflected as a liability on a balance sheet prepared in accordance with GAAP, (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the Ordinary Course which are not more than ninety (90) days past due), (iv) any obligations under capitalized leases with respect to which a Person is liable as obligor, (v) any indebtedness secured by a Lien on a Person’s assets, (vi) any distributions payable or loans/advances payable to any related parties or partners as of the Initial Closing, (vii) any non-compete payments, earn-out obligations and other obligations to former owners of businesses, and (viii) any other liabilities recorded in accordance with GAAP on a balance sheet as of the Initial Closing, which are not due within one (1) year of the Initial Closing, including any unfunded employee or retiree obligations and any environmental liabilities, (ix) all guaranties in connection with the foregoing, and (x) any accrued interest, penalties, fees and expenses on any of the foregoing.

“Indemnified Party” shall have the meaning given such term in Section 11.3.

“Indemnifying Party” shall have the meaning given such term in Section 11.3.

“Initial Closing” shall have the meaning set forth in Section 3.1.

“Initial Closing Date” shall have the meaning set forth in Section 3.1.

“Intangible Property” shall mean all (a) Permits, contract rights, and warranties, and (b) certificates, licenses, warranties, guarantees, Contracts, patents, trademarks, copyrights and other intellectual property related to the Property held by the Property Owner and/or its Affiliates, including without limitation, their respective trades or businesses the names, and the exclusive right to use the name “Esplanade Apartments” and any abbreviations or variations thereof.

“Interest Assignments” shall have the meaning given such term in Section 3.3(a).

“Interests” shall have the meaning given such term in the recitals.

“Interim Financial Statements” shall mean the unaudited financial statements of the Contributed Entity as of and for the three-month period ended March 31, 2012.

“Investor Package” shall mean the information, private placement memoranda, investor questionnaires, subscription documents and other documents and information as may be necessary or advisable in form and substance mutually acceptable to the Parties in order for the Contributors to make their decisions to accept the OP Units.

“IRS” shall mean the Internal Revenue Service.

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“Land” shall have the meaning given such term in the recitals.

“Latest Balance Sheet” shall have the meaning given such term in Section 6.1(e).

“Law” shall mean any presently existing or future federal, state, regional or local law, constitution, rule, statute, ordinance, regulation, decision, ruling, permit, certificate, requirement or order of any Governmental Authority.

“Leases” shall mean collectively all leases, rental agreements, license agreements and occupancy agreements pursuant to which a Tenant has a possessory right or license with respect to any portion of the Real Property and which are in effect as of the Effective Date and are shown on the Rent Roll attached hereto as Exhibit B, together with any amendments, modifications or supplements made thereto and any new Leases entered into by the Property Owner from time to time after the Effective Date and before the Subsequent Closing that conform to the requirements of Section 8.4 and are shown on the Rent Roll to be delivered at Subsequent Closing.

“Lender” shall mean the current holder of the Loan.

“Lender Approval” have the meaning given such term in Section 4.2.

“Lender Approval Documents” have the meaning given such term in Section 4.2.

“Lien” shall mean any lien, charge, covenant, adverse claim, demand, encumbrance, security interest, commitment, pledge or any other title defect or restriction of any kind.

“Loan” shall mean the loan evidenced by the Loan Documents relating to the Contributed Entity, the Property Owner and the Property.

“Loan Assumption Costs” shall mean any and all fees, costs and expenses, including, without limitation, any loan assumption, transfer or consent fees, review fees, Lender’s attorneys’ fees and other costs, expenses and fees provided for in the Loan Documents in connection with the assumption of, or any consent from the lender to the transaction contemplated by this Agreement which are required under, the Loan Documents at the Subsequent Closing.

“Loan Documents” shall mean the loan documents described in Exhibit C attached hereto and by this reference made a part hereof with respect to the Contributed Entity and/or Property.

“Master Contribution Agreement” means the Master Contribution and Recapitalization Agreement of contemporaneous date herewith among the Partnership, ATA, Elco Landmark Residential Holdings LLC, a Delaware limited liability company, and Elco Landmark Residential Management LLC, a Delaware limited liability company, together with all Schedules and Exhibits attached thereto, as it and they may be amended from time to time as provided therein.

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“Material Adverse Change” shall mean any event, change or development that is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, prospects, operations, operating results or earnings of any Contributor, the Contributed Entity, or Property.

“Net Agreed Contribution Value” shall have the meaning given such term in Section 3.2(c).

“Non-Performing Party” shall have the meaning given such term in Section 10.5(a).

“Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Objection List” shall have the meaning given such term in Section 2.2(c).

“OP Issuance Delivery Documents” shall have the meaning given to such term in Section 3.2(c)(iii) of this Agreement.

“OP Units” shall mean units of limited partnership interests in the Partnership with the rights and preferences as set forth in the Partnership Agreement, and which will, following a 12-month holding period, become redeemable by the Contributors receiving OP Units in exchange for either (i) shares of ATA common stock on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the Cash Amount (as defined in the Partnership Agreement); provided, however, if the ATA Common Stock has not become listed or admitted to trading on any national securities exchange at the time of the redemption, the Cash Amount, notwithstanding any provision in the Partnership Agreement to the contrary, shall be $8.15 per redeemed OP Unit).

“Ordinary Course” shall mean the ordinary course of business of the Contributed Entity or the Property, consistent with past custom and practice (including as applicable, with respect to quantity and frequency).

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Other Contribution Agreements” shall mean collectively the separate interest contribution agreements set forth on Schedule 1.

“Outside Closing Date” shall mean the date that is the six (6) month anniversary of the Initial Closing Date, as such date may be extended by mutual agreement of the Partnership and the Contributors.

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“Partnership” shall mean Apartment Trust of America Holdings, L.P., a Virginia limited partnership, and its successors and assigns. The Partnership’s name is expected to be changed to Landmark Apartment Trust Holdings, L.P.

“Partnership Agreement” shall mean the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 27, 2005, as amended on June 3, 2010 and June 28, 2011, as the same may be amended from time to time, including by the amendment contemplated by Section 7.1 hereof.

“Permits” shall mean all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Property Owner or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Permitted Encumbrances” shall mean: (a) any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitments and any other exceptions to title disclosed in the Surveys which are either not objected to by the Partnership or are waived by Partnership as set forth herein; (b) liens for taxes, assessments and governmental charges with respect to the Property for the current year and not yet due and payable or due and payable but not yet delinquent (provided the same are paid by the Contributors prior to becoming delinquent); (c) applicable zoning regulations and ordinances and other governmental laws, ordinances and regulations, provided the Real Property is in compliance therewith; (d) the Leases; and (e) with respect only to the time period prior to Subsequent Closing or, upon receipt of the Lender Approval, the Loan Documents evidencing and securing the Loan.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, stock company or association, joint venture, company, trust, bank, trust company, land trust, business trust, cooperative, any governmental or agency or political subdivision thereof or any other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Pre-Closing Tax Period” means any taxable period that ends on or before the Initial Closing Date.

“Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit whether civil, criminal, administrative, investigative or informal brought, conducted, commenced or heard by or before any Governmental Authority or arbitrator.

“Property” shall mean, collectively, all of the Property Owner’s Real Property, personal property, intangible or other assets, including, without limitation its ownership interest in the Real Property, the FF&E, the Contracts, Leases and the Intangible Property.

“Property Owner” shall have the meaning given such term in the recitals.

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“Real Property” shall mean collectively the Land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which Property Owner now owns.

“Registration Rights Agreement” shall mean the joinder to the registration rights agreement in substantially the form attached hereto as Exhibit J.

“Rent Roll” shall mean the rent roll attached hereto as Exhibit B, any supplements and updates delivered or made available to the Partnership or its Representatives as part of the Due Diligence Materials, and as updated by Contributors’ Representative and delivered to Partnership as of the Subsequent Closing Date.

“Representatives” shall mean any Person’s respective officers, directors, partners, members, trustees, shareholders, controlling persons, employees, agents, advisors, attorneys, potential lenders, Affiliates or representatives.

“Required Capital Improvements” shall have the meaning given such term in Section 8.8.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Filings” shall have the meaning given such term in Section 13.20.

“SEC Reports” shall mean all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by ATA and Partnership prior to the Effective Date.

“Settlement Statement” shall mean the settlement statement to be prepared by the Title Company and executed by the Contributors and the Partnership, in a form acceptable to all parties, reflecting the various closing costs, credits and prorations contemplated by this Agreement.

“Schedule of Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Straddle Period” shall mean any taxable period that includes, but does not end on, the Initial Closing Date.

“Stub Period” shall have the meaning given such term in Section 13.20.

“Subsequent Closing” shall have the meaning set forth in Section 3.1.

“Subsequent Closing Date” shall have the meaning set forth in Section 3.1.

“Subsidiary” shall mean, in respect of any Person, any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person), (A) owns capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or

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equivalent) of such Person, (B) controls the management of which, directly or indirectly, through one or more intermediaries, (C) directly or indirectly through Subsidiaries owns more than 50% of the equity interests or (D) is a general partner.

“Survey” shall have the meaning given such term in Section 2.2(b).

“Tax” means any net income, capital gains, gross income, gross receipts, sales, use, transfer (but expressly excluding any Transfer Tax), ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, real property, personal property, unclaimed property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Authority, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under applicable tax law or properly assessed or charged by any Governmental Authority, whether disputed or not, but expressly excluding any reassessment of the Property for any post-Initial Closing tax year due to the closing of the transactions contemplated herein, including the transfer of the Interests, or any interest or penalties incurred in connection with such change of ownership.

“Tax Claim” shall have the meaning given such term in Section 12.5.

“Tax Contest” shall have the meaning given such term in Section 12.5.

“Tax Protection Agreement” shall mean that certain Tax Protection Agreement, in the form of Exhibit D attached hereto and made a part hereof, to be executed and delivered at the Initial Closing among ATA, the Partnership, and those Contributors listed on Schedule 3.2(c)(ii) attached hereto.

“Tax Return” shall mean any report, return, or other information required (including any attachments or schedules required to be attached to a such report, return, or other information) required under applicable Law to be supplied (or actually supplied) to a Governmental Authority or a third party in connection with Taxes.

“Tenant(s)” shall mean the non-commercial tenant(s), licensee(s) or occupant(s) under any Leases in effect at the Real Property.

“Title Commitment” shall have the meaning given such term in Section 2.2(a).

“Title Company” shall mean Chicago Title Insurance Company, or any other title insurance company selected by the Partnership.

“Transaction Documents” shall have the meaning given such term in Section 6.1(a).

“Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the sale, transfer or conveyance of the Interests, the Contributed Entity, the Property Owner and/or the Property from the Contributors to the Partnership. Transfer Taxes shall not include, and each Contributor shall be solely responsible for, any Taxes due in respect of its income, net worth or capital, if any, and any

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privilege, sales and occupancy taxes, and any other Taxes, due or owing to any Governmental Authority in connection with the operation of the Contributed Entity and the Property for any period of time prior to the Initial Closing, and the Partnership shall be solely responsible for all such Taxes for any period from and after the Initial Closing. Further, Transfer Taxes shall not include any sales, use, recordation or other similar Taxes, impositions, expenses or fees arising prior to the Initial Closing or related to any period prior to the Initial Closing. Further, any income Tax arising as a result of the contribution, sale and transfer of the Interests, the Contributed Entity or Property by the Contributors to the Partnership shall be the sole responsibility of the Contributors.

“Treasury Regulations” shall mean the permanent and temporary regulations, and all amendments, modifications and supplements thereof, from time to time promulgated by the Department of the Treasury under the Code.

SECTION 2. CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.

2.1 Contribution and Sale. The Partnership hereby agrees to acquire from the Contributors, and the Contributors hereby agree to contribute to the Partnership, the Interests, free and clear of all Liens, for the Agreed Contribution Value, subject to and in accordance with the terms and conditions of this Agreement.

2.2 Title Matters.

(a) Delivery of Title Commitments. The Partnership has obtained, at its sole cost and expense, and delivered to the Contributors, a current commitment for an ALTA extended owner’s policy from the Title Company with respect to the Real Property and/or such endorsements or updates to the existing owner’s policies as the Partnership may desire. Additionally and if required by the Lender in connection with the Lender Approval, the Partnership shall order, at its sole cost and expense, a commitment to endorse the existing mortgagee policy for the Loan from the title insurance company that issued such mortgagee policy, together with complete and legible copies of all instruments and documents referred to therein as exceptions to title (such owner’s commitment and commitment to endorse the existing mortgagee policy are sometimes referred to collectively herein as the “Title Commitments”).

(b) Survey. If required by the Lender in connection with the Lender Approval or if Partnership otherwise elects to do so, the Partnership shall order, at its sole cost and expense, a current as-built ALTA/ACSM survey with respect to the Real Property or such updates and/or recertifications to the existing survey as the Partnership may desire (the “Survey”), by a licensed surveyor in the jurisdiction in which the Real Property is located, and certified to the Partnership, the Contributed Entity, the Title Company and the Lender. The Contributors shall deliver to the Partnership and/or the surveyor such documents, affidavits, or certifications as may be requested in order to issue the Survey. Alternatively, the Contributors’ Representative agrees upon request to execute on behalf of the Contributed Entity and deliver to the Title Company an affidavit of no change with respect to any existing survey, to the extent no material changes have been made to the Improvements since the date of the most recent survey.

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(c) Notice of Title and Survey Defects. Attached hereto as Schedule 2.2(c) are the Partnership’s objections to any matters shown on or contained in the Title Commitments and the Survey that are not otherwise included in subsections (b) through (e) of the definition of Permitted Encumbrances and that the Partnership objects to (the “Objection List”). All of the exceptions to coverage shown on the Title Commitments shall be deemed Permitted Encumbrances; provided, however, the Contributors agree to use good faith efforts to cause the Title Company to remove the objections set forth on the Objections List. The provisions of this Section 2.2(c) shall survive the Initial Closing.

(d) Additional Exception. Except for new Leases entered into after the Effective Date in accordance with the requirements of this Agreement, the Contributors and the Contributed Entity shall be expressly prohibited from further encumbering the Property (or the Interests) from and after the Effective Date in any manner that would reasonably be expected to have a “Portfolio Material Adverse Affect” (as defined in the Master Contribution Agreement) without the Partnership’s prior written consent in the Partnership’s sole and absolute discretion (the “Additional Exception”), unless such Additional Exception shall be released of record prior to Subsequent Closing.

2.3 Condemnation. If prior to the Subsequent Closing, any proceedings, judicial, administrative or otherwise, are threatened or commenced, which relate to a taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located, the Contributors’ Representative shall promptly notify the Partnership in writing and in reasonable detail of the same (the “Condemnation Notice”). The Partnership may elect within fifteen (15) Business Days of its receipt of the Condemnation Notice, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (i) to terminate this Agreement by notifying the Contributors in writing whereupon Contributors and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (ii) to consummate the transactions contemplated hereby, notwithstanding such condemnation, without any abatement or reduction in the Agreed Contribution Value on account thereof except as herein provided, but at the Subsequent Closing the applicable Contributor or other Person shall assign to the Partnership all related condemnation proceeds payable (but not yet paid as of the Subsequent Closing) and to the extent that the applicable Contributor or other Person has received any condemnation proceeds prior to the Subsequent Closing, the Agreed Contribution Value shall be abated by an amount equal to the award paid to the Contributors or such other Person on account of such taking, less the amount of the Contributors’ or such other Person’s costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such award. In addition, if the Partnership elects to proceed in accordance with clause (ii) above, the Partnership shall have the right to appear and defend at such condemnation proceedings. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (i) above.

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2.4 Casualty.

(a) If prior to the Subsequent Closing, the Property is damaged or destroyed by fire or other casualty, the Contributors’ Representative shall promptly, but in any event within five (5) Business Days and prior to the Subsequent Closing, notify the Partnership of the same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributors and not then reimbursed) of any insurance proceeds collected and retained by the Contributors or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributors shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing.

(b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributors in writing whereupon the Contributors and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributors and not then reimbursed) of any insurance proceeds collected and retained by the Contributors or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributors shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (x) above.

(c) The risk of loss to the Property shall pass to the Partnership upon the Initial Closing.

(d) In the event of a disagreement between the Contributors’ Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant to the applicable Person’s casualty insurance policy covering the Property shall be binding.

2.5 Excluded Liabilities and Excluded Assets. At the Initial Closing, the Contributors (or their duly authorized attorneys-in-fact), the Contributed Entity and the Partnership shall execute and deliver an assignment and assumption agreement in the form and substance of Exhibit E attached hereto, and by this reference made a part hereof (the “Assignment and Assumption Agreement”), pursuant to which the Contributors, jointly and

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severally, shall assume the Excluded Liabilities and retain, or acquire from the Contributed Entity, the Property Owner and their Subsidiaries, all Excluded Assets pursuant to the terms and conditions of this Agreement, and the Partnership and the Property Owner shall not retain or be obligated to pay, perform or otherwise discharge after the Initial Closing any of the Excluded Liabilities and shall have no rights with respect to the Excluded Assets; provided, however, the existence of the Assignment and Assumption Agreement shall in no way diminish or otherwise alter the indemnity rights and/or obligations of the parties set forth in this Agreement. For purposes of this Agreement, “Excluded Liabilities” shall mean the following liabilities, whether direct or indirect, known or unknown, absolute or contingent:

(a) any liabilities of the Contributors, the Contributed Entity, the Subsidiaries and their respective Affiliates other than the Property Owner;

(b) other than the Loan, (i) any liabilities or obligations arising from any act, conduct or omission of the Contributors, the Contributed Entity, the Subsidiaries or the Property Owner or any of their Representatives that has accrued, arisen, occurred or come into existence at any time prior to the Initial Closing Date, and (ii) any liabilities or obligations related to the ownership, use or operation of the Property prior to the Initial Closing Date;

(c) any liabilities or obligations in respect of Taxes for which the Contributors are liable pursuant to Section 12;

(d) any payables and other liabilities or obligations of the Contributors, the Contributed Entity, the Subsidiaries and the Property Owner (other than the Loan), whether or not owed to any of their respective Affiliates, which are not in the Ordinary Course;

(e) to the extent accrued, arising, occurring or coming into existence at any time prior to and including the Subsequent Closing Date (including any arising as a result of such closing), any liability or obligation related to or arising from any employees or employee-related matters, including but not limited to, any benefit plan, compensation, retirement, severance or any other employee benefits plan or program whatsoever and any liabilities or obligations related to COBRA or the WARN Act;

(f) any liability or obligation related to or arising from any of the Excluded Assets; or

(g) any liability or obligation related to or arising from any matters disclosed or that should have been disclosed on Schedule 6.1(l) (Litigation).

SECTION 3. CLOSING; CONTRIBUTION PRICE.

3.1 Closings.

(a) The Initial Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location, on the date hereof (the “Initial Closing Date”). As used in this Agreement, the term “Initial Closing” means the execution and delivery of this Agreement, and other

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agreements, documents and instruments to be executed and delivered concurrently herewith, to the Escrow Agent to hold and release in accordance with the terms of this Agreement and the Escrow Agreement.

(b) The Escrow Agent shall release and deliver to the Partnership and the Contributors, as applicable, the agreements, documents and instruments delivered pursuant to Section 3.1(a) above (the “Subsequent Closing”) on the date that is on or before the date that is three (3) Business Days after the satisfaction (or waiver if permitted) of the Closing Contingencies and conditions set forth in Sections 4 and 5 of this Agreement. The Subsequent Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location. The date of the Subsequent Closing is referred to herein as a “Subsequent Closing Date.”

3.2 Agreed Contribution Value. At the Subsequent Closing, the Partnership shall pay the Agreed Contribution Value as follows:

(a) Loan. Subject to the terms and conditions of this Agreement, including obtaining the Lender Approval, the Loan shall remain in full force and effect after Subsequent Closing and the outstanding balance thereof on the Initial Closing Date shall be credited against the Agreed Contribution Value.

(b) Cash. The Partnership shall direct the Escrow Agent to distribute to the Contributors proportionately (based upon each Contributor’s percent ownership in the Contributed Entity as of the Initial Closing Date) cash in the amount of $3,500,000.00 by wire transfer to such account as may be directed by Contributors. At the Initial Closing, the Partnership shall deposit in escrow with the Escrow Agent the sum of $3,500,000.00 to be held by the Escrow Agent in accordance with the Escrow Agreement and disbursed to the Contributors on the Subsequent Closing Date pursuant to this Section 3.2(b).

(c) OP Units. The Agreed Contribution Value, less the $3,500,000.00 cash portion described above and the outstanding balance of the Loan and plus or minus the adjustments and prorations required by this Agreement as of the Initial Closing, as shown on the Settlement Statement (the “Net Agreed Contribution Value”), shall be distributed to the Contributors proportionately (based on each Contributors’ percentage ownership interest in the Contributed Entity as of the Initial Closing Date) in the following form(s) and on the following terms:

(i) The Contributors at the Subsequent Closing will receive the number of OP Units equal to (A) the Net Agreed Contribution Value divided by $8.15, then (B) multiplying the result by the percentage ownership of each such eligible Contributor in the Contributed Entity as of the Initial Closing Date, and (C) rounding up so that each such Contributor shall receive a whole number of OP Units.

(ii) Recipients of OP Units, once issued and delivered to them pursuant to Section 3.2(c)(i) above, will be granted registration rights with respect to the shares of ATA Common Stock issuable upon any redemption of the OP Units pursuant to the Registration Rights Agreement, which will be executed and delivered to the Escrow Agent by

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the parties thereto at the Initial Closing. Additionally, the Contributors listed on Schedule 3.2(c)(ii) attached hereto will be entitled to the benefits of a Tax Protection Agreement, which will be executed and delivered by each eligible Contributor and the Partnership at the Initial Closing.

(iii) At or prior to the Initial Closing, each of the Contributors shall execute and deliver to the Partnership all of the following (collectively, the “OP Issuance Delivery Documents”): (A) a joinder or counterpart signature page to the Partnership Agreement in the form attached hereto as Exhibit P, (B) if such Contributor is one of the Contributors listed on Schedule 3.2(c)(ii) attached hereto who will be entitled to the benefit of a Tax Protection Agreement, a counterpart signature page to the applicable Tax Protection Agreement executed by such Contributor in the form attached hereto as Exhibit D, (C) an IRS Form W-9, and (D) any other information or documents that may be required by the Partnership Agreement.

3.3 Contributors’ Initial Closing Documents. At the Initial Closing, each Contributor will deliver to the Escrow Agent each of the following agreements, instruments and other documents, all of which are being duly executed and delivered to the Escrow Agent on the date hereof to be held in escrow pending the Subsequent Closing pursuant to the terms of this Agreement and the Escrow Agreement:

(a) Such assignments as shall be sufficient to vest in the Partnership good and marketable title to the Interests, free and clear of all Liens, the form of which is set forth on Exhibit F, attached hereto and by this reference made a part hereof (the “Interest Assignments”);

(b) The OP Issuance Delivery Documents of all Contributors;

(c) An executed counterpart of the Governance Agreement signed by DeBartolo Real Estate Investments, LLC;

(d) A Loan Indemnification Agreement in the form of Exhibit G (the “Loan Indemnification Agreement”), to be executed by the applicable guarantors under the Loan who are affiliated with the Contributors and held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing, and released to the Contributors at the Subsequent Closing if the guarantors under the Loan have not been replaced as part of the Lender Approval Documents;

(e) The Registration Rights Agreement to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing;

(f) A Tax Protection Agreement to be held in escrow until the Subsequent Closing;

(g) The Assignment and Assumption Agreement;

(h) A release of any and all claims which any Contributor may have against the Contributed Entity and its successors on account of or arising out of any matter, cause or event occurring at or prior to the Initial Closing, including any rights to indemnification or reimbursement, the form of which is attached hereto as Exhibit H;

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(i) Updated Rent Rolls dated within one (1) Business Day of the Initial Closing Date;

(j) Any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement to be terminated or released prior to Initial Closing;

(k) Certified copies of all organizational documents, applicable resolutions, certificates of incumbency, and good standing certificates with respect to each Contributor, the Contributed Entity, the Property Owner and such other Persons as Title Company may reasonably require;

(l) Resignations of all of the directors, managers and officers of the Contributed Entity, the Property Owner and their Subsidiaries effective as of the Initial Closing;

(m) All corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, the Property Owner, their Subsidiaries and/or the Property;

(n) A duly completed and executed certificate from each Contributor pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (a “FIRPTA Affidavit”);

(o) A notice to the Existing Manager, which shall not be delivered to the Escrow Agent but rather shall be delivered to the Existing Manager on the Initial Closing Date, notifying the Existing Manager that the ownership of the Property is being transferred by contribution of the Interests, and that the Existing Management Agreement shall automatically terminate as of the Subsequent Closing Date pursuant to Section 5.2 of the Existing Management Agreement;

(p) Any assignments necessary to vest adequately with the Contributed Entity any Contracts which are for the benefit, but not in the name, of the Contributed Entity;

(q) An executed counterpart of the Settlement Statement;

(r) Any and all other instruments and documents required to be delivered by the Contributors at or prior to the Initial Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Partnership may reasonably request to effect the transactions to be consummated at the Initial Closing; and

(s) All of the agreements, instruments and other documents to be duly executed and/or delivered, as applicable, by each of the Contributors and their Affiliates as may be a party thereto at the Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent in accordance with the Escrow Agreement.

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3.4 Partnership’s Initial Closing Documents. At the Initial Closing, the Partnership will deliver, or cause to be delivered in the manner set forth below, to the Escrow Agent to be held in escrow pending the Subsequent Closing pursuant to the terms of this Agreement and the Escrow Agreement each of the following agreements, instruments and other documents, duly executed and delivered by each of the Partnership or ATA as may be a party thereto:

(a) The Loan Indemnification Agreement, to be held in escrow until the Subsequent Closing, but to be effective as of the Initial Closing, and released to the Contributors at the Subsequent Closing if the guarantors under the Loan have not been replaced as part of the Lender Approval Documents;

(b) A duly executed counterpart of each joinder to the Partnership Agreement which were executed by the Contributors;

(c) An executed counterpart of the Settlement Statement;

(d) An executed counterpart of the applicable Tax Protection Agreements;

(e) An executed counterpart of the Registration Rights Agreement;

(f) An executed counterpart of the Governance Agreement;

(g) Certified copies of applicable resolutions, certificates of good standing, and certificates of incumbency with respect to the Partnership and such other Persons as the Title Company may reasonably require;

(h) An assignment of this Agreement by the Partnership to its Affiliates, if applicable, in compliance with the provisions of Section 13.6;

(i) Certificates evidencing the OP Units to be issued by the Partnership to eligible Contributors registered in the name of each such Contributor, and

(j) Any and all other instruments and documents required to be delivered by the Partnership or ATA at or prior to the Initial Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors may reasonably request to effect the transactions to be consummated at the Initial Closing; and

(k) All of the agreements, instruments and other documents to be duly executed and/or delivered as applicable by the Partnership or ATA as may be a party thereto at the Subsequent Closing, which agreements, instruments and other documents shall be held in escrow by the Escrow Agent and delivered by Escrow Agent in accordance with this Agreement and the Escrow Agreement.

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3.5 Contributors’ Subsequent Closing Documents. At the Subsequent Closing, the Contributors will execute and/or deliver to the Partnership, or cause to be executed and delivered, each of the following agreements, instruments and other documents:

(a) The Lender Approval Documents;

(b) An owner’s affidavit, and all such other affidavits required by Subsection 2.2(b) and Subsection 2.2(c), executed by the Property Owner and in a form acceptable to the Title Company for the purpose of satisfying the requirements of the Title Commitments;

(c) Copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in any Contributor’s, the Contributed Entity’s, the Property Owner’s, or Existing Manager’s control as of the Subsequent Closing Date) for the Property;

(d) The original (or if not available, legible copies) of any and all Leases (together with an updated Rent Roll), Contracts, warranties and guarantees pertaining to the Improvements that are in any Contributor’s, the Contributed Entity’s, the Property Owner’s or Existing Manager’s control as of the Subsequent Closing Date; and

(e) Any and all other instruments and documents required to be delivered by the Contributors or the Contributors’ Representative at or prior to the Subsequent Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Purchaser or ATA may reasonably request to effect the transactions contemplated hereby.

3.6 Partnership’s Subsequent Closing Documents. At the Subsequent Closing, the Partnership will execute and/or deliver to Purchaser, or cause to be executed and delivered, each of the following agreements, instruments and other documents:

(a) The Lender Approval Documents;

(b) Any and all other instruments and documents required to be delivered by the Partnership or ATA at or prior to the Subsequent Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributors may reasonably request to effect the transactions contemplated hereby.

3.7 Escrow Agent’s Subsequent Closing Deliveries. At the Subsequent Closing, the parties hereto shall direct the Escrow Agent to release from escrow and deliver to the Partnership, the Contributors and/or the Title Company as applicable the $3,500,000 delivered to the Escrow Agent pursuant to Section 3.2(b) above and all of the agreements, instruments and other documents delivered to the Escrow Agent pursuant to Sections 3.3 and 3.4 above, except for the Loan Indemnification Agreement if the guarantors under the Loan have been replaced as part of the Lender Approval Documents (in which event the Escrow Agent shall return the executed Loan Indemnification Agreement to the Partnership or destroy it).

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SECTION 4. CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.

The obligation of the Partnership to consummate the transactions contemplated by this Agreement is and shall be subject to the satisfaction or written waiver by the Partnership of the following conditions precedent on and as of either the Initial Closing Date or the Subsequent Closing Date, as indicated below, or such other date as set forth herein (each, a “Closing Contingency” and collectively, the “Closing Contingencies”):

4.1 Representations and Warranties True. As a Closing Contingency to the Initial Closing, the representations and warranties of the Contributors set forth in Section 6.1 shall be true, correct and complete in all material respects (without duplication as to the materiality qualifications contained therein) on and as of the Initial Closing Date (except that any representations or warranties made as of a specified date shall be true and correct in all material respects (without duplication as to the materiality qualifications contained therein) as of such specified date).

4.2 Lender Approval. As a Closing Contingency to the Subsequent Closing Date, the Partnership shall have obtained, on commercially reasonable terms consistent with the Loan Documents, approval from the Lender for the transfer of the Interests contemplated by this Agreement, and any changes in property management and/or guarantors which may be required by the Lender or the Loan Documents in connection therewith (the “Lender Approval”). The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Lender of all diligence investigations, inspections and tests, and (b) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by the Partnership, the Contributed Entity, the Property Owner, the Contributors (if required), the Lender and, if applicable, the guarantor under the Loan Documents and any other entities required by the Lender to be a party to the Lender Approval Documents. Promptly after the Effective Date, the Partnership and the Contributors will jointly apply to the Lender for the Lender Approval, and shall use their respective commercially reasonable efforts to obtain the Lender Approval prior to the Subsequent Closing Date. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, the Partnership shall be solely responsible to pay to the Lender any and all Loan Assumption Costs, required in connection with the Lender Approval (other than the Contributors’ legal fees to review the Lender Approval Documents). The Partnership and the Contributors shall execute and deliver at the Subsequent Closing, such consent and approval documents and agreements required by Lender in connection with the Lender Approval, in form and content reasonably satisfactory to Partnership and the Contributors’ Representative (the “Lender Approval Documents”). In the event that the Contributors or the Partnership fail to execute and deliver the Lender Approval Documents or the Lender fails to give the Lender Approval, either the Contributors or the Partnership shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination). Promptly after the Effective Date, the Partnership shall apply to the Lender for the Lender Approval and use good faith efforts to obtain the Lender Approval from the Lender prior to the Subsequent Closing Date; provided, however, so long as the Partnership complies with its obligations under this Section 4.2, in no event shall Partnership have any liability for its failure to obtain the Lender Approval.

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4.3 Contributors’ Performance. As a Closing Contingency to the Initial Closing and the Subsequent Closing, as applicable, the Contributors, the Contributed Entity, and the Property Owner shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by them on or before the Initial Closing Date and the Subsequent Closing Date, as applicable.

4.4 Title Policies. As a Closing Contingency to the Initial Closing, as of the Initial Closing Date, the Title Company shall be unconditionally obligated and prepared, subject only to payment of the applicable premium and other related charges, to issue the title policies and/or endorsements on the Subsequent Closing Date pursuant to the Title Commitments containing no exceptions to title other than Permitted Encumbrances and any Additional Exceptions approved by the Partnership pursuant to Section 2.2(d).

4.5 Permits; Consents. As a Closing Contingency to the Initial Closing, all consents or approvals of third parties or of any Governmental Authorities as are necessary for the transfer of the Interests and the ownership and operation of the Property by and/or on behalf of the Partnership or its successor or assignee shall have been received, on or before the Initial Closing Date.

4.6 No Bankruptcy or Court Order. As a Closing Contingency to the Subsequent Closing, no Act of Bankruptcy on the part of any Contributor, the Property Owner or the Contributed Entity shall have occurred and remain outstanding as of the Subsequent Closing Date, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

4.7 Closing Under Cash Investment Agreement. As a Closing Contingency to the Initial Closing, the transactions contemplated by the Cash Investment Agreement shall have been consummated prior to or simultaneously with the Initial Closing, and additionally, the “Initial Closing” under the Master Contribution Agreement shall have occurred prior to or simultaneously with the Initial Closing under this Agreement.

4.8 No Material Adverse Change. As a Closing Contingency to the Subsequent Closing, between the Effective Date and the Subsequent Closing Date, there shall have been no Material Adverse Change which is not cured within thirty (30) days’ notice from the Partnership to the Contributors (but in any event prior to the Subsequent Closing Date).

4.9 Closing Deliveries. As a Closing Contingency to the Initial Closing and the Subsequent Closing, as applicable, the Contributors shall have delivered, and shall have caused the Contributed Entity, the Property Manager and the Existing Manager to deliver, all of the documents and instruments required pursuant to Section 3.3 at the Initial Closing and Section 3.5 at the Subsequent Closing.

In the event that Closing Contingencies set forth in this Section 4 have not been satisfied on or before the Outside Closing Date (other than by reason of the Partnership’s failure

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to comply in all material respects with its obligations under this Agreement), the Partnership shall have the right to terminate this Agreement by written notice to the Contributors, whereupon the Contributors and the Partnership shall have no further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

SECTION 5. CONDITIONS TO CONTRIBUTORS’ OBLIGATION TO CLOSE.

The obligation of the Contributors to consummate the transactions contemplated by this Agreement is subject to the satisfaction or written waiver of the following conditions precedent on and as of either the Initial Closing Date or the Subsequent Closing Date as indicated below:

5.1 Representations and Warranties True. As a condition precedent to the Initial Closing, the representations and warranties made by Partnership pursuant to Section 7 shall be true and correct in all material respects (without duplication as to materiality qualifications contained therein) on the Initial Closing Date.

5.2 Lender Approval. As a condition precedent to the Subsequent Closing, the Lender Approval shall have been obtained.

5.3 Partnership’s Performance. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, the Partnership shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by it on or before the Initial Closing Date and the Subsequent Closing Date.

5.4 No Bankruptcy or Court Order. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, no Act of Bankruptcy on the part of the Partnership shall have occurred and remain outstanding as of the Subsequent Closing Date, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

5.5 Closing Deliveries. As a condition precedent to the Initial Closing and the Subsequent Closing, as applicable, the Partnership shall have delivered all documents and instruments required pursuant to Section 3.4 at the Initial Closing Date and Section 3.6 at the Subsequent Closing Date.

If the conditions to the Contributors obligation to close set forth in this Section 5 have not been satisfied as of the Outside Closing Date (other than by reason of any Contributors’, the Contributed Entity’s, the Property Owner’s or Existing Manager’s failure to comply in all material respects with any of its obligations under this Agreement), the Contributors shall have the right to terminate this Agreement by notifying the Partnership in writing whereupon the Contributors and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement.

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SECTION 6. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS

6.1 Representation and Warranties of Contributors. To induce ATA and the Partnership to enter into this Agreement, the Contributors, jointly and severally, represent and warrant to ATA and Partnership that each of the following are true, correct and complete as of the Effective Date and will be true, correct, and complete as of the Initial Closing Date:

(a) Organization and Authorization; No Conflicts. Each Contributor, the Property Owner, the Contributed Entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of their organization and are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify materially adversely affects the Contributed Entity’s ability to conduct business in the Ordinary Course. Each of the Contributors, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributor, Property Owner, Contributed Entity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other agreement, certificate, instrument or writing delivered in connection with this Agreement or the transactions contemplated hereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributors, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributors, the Property Owner or such Contributed Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributors have made available to the Partnership true and complete copies of the Organizational Documents of each Contributor (other than the Contributors that are natural persons) each Contributed Entity and the Property Owner, as amended and as in effect on the date of this Agreement. None of the Contributors, the Contributed Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.

(b) Capitalization; Title to Interests. Schedule 6.1(b) sets forth the authorized ownership interests of the Contributed Entity and indicates the ownership of all of the issued and outstanding ownership interests of the Contributed Entity. Except for this Agreement and the transactions contemplated herein, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, contribution or redemption of any ownership interests of the Contributed Entity. All of the outstanding ownership interests of the Contributed Entity are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of the Contributed Entity are owned as set forth in Schedule 6.1(b), in each case free from all Liens.

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Upon delivery to the Partnership on the Subsequent Closing Date of the Interests as contemplated by this Agreement, the Contributors will thereby transfer to the Partnership good and marketable title to the Interests, free and clear of all Liens.

(c) Absence of Defaults and Conflicts. Neither the execution and delivery of this Agreement or any Transaction Document by any Contributor, any Contributed Entity or the Property Owner, to the extent applicable, or the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, under (A) any of their respective Organizational Documents (to the extent applicable), (B) any contract to which any of them is a party, (C) any Permits to which any of them is a party or the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner are subject or by which any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner is bound, (D) any Court Order to which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is a party or any of the Interests are subject or by which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is bound, or (E) any Laws affecting any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, the Interests or the Property of any Contributor, any Contributed Entity or the Property Owner; or (ii) require the approval, consent, authorization or act of, or the making by any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner of any declaration, filing or registration with, any Person.

(d) Subsidiaries and Investments. Except as listed on Schedule 6.1(d) attached hereto, neither the Contributed Entity nor the Property Owner has any Subsidiaries nor do any of them have any investment in any Person.

(e) Absence of Undisclosed Liabilities. None of the Property Owner, the Contributed Entity or their Subsidiaries has any liabilities, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, other than the following: (i) the Loan, (ii) liabilities fully and adequately reflected or reserved against in the balance sheet included in the Interim Financial Statements (the “Latest Balance Sheet”), and (iii) liabilities incurred in the Ordinary Course since the date of the Latest Balance Sheet, none of which are material and none of which constitute a breach of any other representation or warranty made to the Partnership in this Agreement or any other Transaction Document.

(f) Taxes.

(i)(A) Each Contributed Entity, the Property Owner and each of their Subsidiaries have complied in all material respects with all Laws relating to Taxes, (B) each Tax Return required to be filed by, or on behalf of, each Contributed Entity, the Property Owner and each of their Subsidiaries have been timely filed in accordance with applicable Laws (taking into account applicable extensions), (C) all such Tax Returns are true, correct and

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complete in all material respects, and (D) all Taxes due and payable with respect to each such Tax Return (whether or not shown as due on a Tax Return), or otherwise due and payable by, or on behalf of each Contributed Entity, the Property Owner and each of their Subsidiaries, have been timely paid.

(ii) The Contributors have provided to the Partnership true, correct and complete copies of all Tax Returns filed by each Contributed Entity, the Property Owner and each of their Subsidiaries in the last three (3) years. The Contributors have provided to the Partnership true, correct, and complete copies of all notices of deficiencies, final partnership administrative adjustments, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests, protests, petitions and any other similar documents, notices, and correspondence, in each case, that each Contributed Entity, the Property Owner and each of their Subsidiaries (or any of their Representatives) has received from, sent to, or entered into with the IRS or other Governmental Authority in the last three (3) years or that relates to any Taxes or Tax Return which is not closed by the applicable statute of limitations. No claim has been made by any Governmental Authority in the last three (3) years that any Contributed Entity, the Property Owner or any of its Subsidiaries has not properly reported and/or paid Taxes or filed Tax Returns in a jurisdiction in which each Contributed Entity or any of its Subsidiaries does not file a Tax Return.

(iii) There are no Liens for Taxes on the Property or any property of any Contributed Entity, the Property Owner or any of their Subsidiaries, other than Permitted Encumbrances.

(iv) No federal, state, local or foreign Tax audits or other Proceedings are presently in progress or pending or, to the Contributors’ knowledge, threatened with regard to any Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries. No private letter ruling, technical advice memorandum, application for a change of any method of accounting, or other similar requests made by, or with respect to the Contributed Entity, the Property Owner or any of their Subsidiaries, are presently pending with any Governmental Authority.

(v) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has engaged in any transaction that could affect its income Tax liability for any taxable year not closed by the statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation section 301.6011-4 (irrespective of the effective date).

(vi) Each Contributed Entity, the Property Owner and each of their Subsidiaries has since its formation been treated for federal income tax purposes as either (i) a “disregarded entity” as defined in Treasury Regulations Section 301.7701-3 or (ii) a partnership, and not an association or “publicly traded partnership” taxable as a corporation.

(vii) There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which any Contributed Entity, the Property Owner or any of their Subsidiaries is subject and no requests for any such waivers or agreements have been made of the Contributed Entity or any of its Subsidiaries.

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(viii) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries is a party to, nor is bound by, nor has any obligation under, any Tax sharing, Tax protection, Tax reimbursement or similar agreement or arrangement.

(ix) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has made an election pursuant to Code section 108(i) (or any similar provision of state or local tax law).

(x) The Loan is a “qualified liability” within the meaning of Treasury Regulations Section 1.707-5(a)(6).

(g) Absence of Certain Changes or Events. Since the date of the Latest Balance Sheet: (i) each Contributed Entity, the Property Owner and their Subsidiaries have been operating only in the Ordinary Course; (ii) each Contributed Entity, the Property Owner and their Subsidiaries have not (A) sold, leased or disposed of, or subjected to any Lien, any of its tangible or intangible assets, other than the sale, lease or disposition in the Ordinary Course of inventory, FF&E, miscellaneous items of machinery and equipment and assets no longer necessary to the operation of the Property or which have been replaced by similar items, or (B) canceled or released any material debt or claim held by it other than in the Ordinary Course; and (iii) neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has instituted, settled, agreed to settle any litigation or Proceeding before any Governmental Authority other than in the Ordinary Course consistent with past practices, but not in any case involving amounts in excess of Fifty Thousand Dollars ($50,000.00).

(h) Real Property.

(i) The Property Owner owns good and marketable fee simple title to the Real Property and good title to the remainder of the Property, free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any real property or hold a leasehold interest in any real property. During the Contributors’ period of ownership thereof, the Property Owner has not owned or leased any real property other than the Real Property.

(ii) The Property Owner has complied and is in compliance with, and the Property is in compliance with, in all material respects, all applicable Laws. Neither the Property Owner nor the Contributors have received from any Governmental Authority written notice (and neither the Property Owner nor the Contributors have actual knowledge) of any violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to Initial Closing.

(iii) The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Initial Closing and Subsequent Closing, the Rent Roll delivered at each such closing will be true, correct and complete. The copies of the Leases delivered or made available to the Partnership are true, correct and complete copies and, to the Contributors’ actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly

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provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the Tenants under the Leases delivered or made available to the Partnership pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the Partnership, and there are no other leases or tenancy agreements affecting the Real Property.

(iv) The Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than the Partnership) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Real Property, or the Property Owner’s interest therein.

(v) There is not, as of the Effective Date, any pending, proposed, or, to the Contributors’ knowledge, threatened (A) change in or Proceeding for the rezoning or amendment to the existing zoning of the Real Property or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Real Property or any portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located.

(vi) The Property is not currently benefited by any special tax abatement or categorization. None of the Contributors, the Contributed Entity or the Property Owner has commenced any Proceedings which are pending for the reduction of the assessed valuation of any Property. None of the Contributors, the Contributed Entity, or Property Owner or any of their Subsidiaries or Representatives has intentionally supplied any false or misleading information or failed to supply any pertinent information to any Governmental Authority related to the assessed valuation or any Property or any real property Tax.

(vii) The Real Property has rights of access to public ways and is served by electric, water, sewer, sanitary sewer and storm drain facilities adequate to service the Real Property.

(viii) No more than one percent (1%) of the apartment units in the Property are “off-line” (meaning they cannot be made “rent-ready” with routine maintenance) and at least eighty percent (80%) of the vacant units in the Contributed Properties are in so-called “rent-ready” condition.

(i) FF&E. The Property Owner has, and as of the Subsequent Closing Date will have, good and marketable title to the FF&E, except for any leased or licensed FF&E set forth on Schedule 6.1(i) attached hereto and by this reference made a part hereof, and such FF&E is (or will be at Subsequent Closing) free and clear of all Liens. There are no items owned or leased by the Existing Manager and used at the Property which would otherwise constitute FF&E.

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(j) Contracts. Except with respect to any Required Capital Improvements which are not completed as of the Initial Closing Date, the only Contracts and amendments thereto that will be in effect on the Initial Closing Date that are not terminable without cause or penalty within sixty (60) days with respect to the Property Owner or the Property (the “Non-Terminable Contracts”) are as set forth in Schedule 6.1(j) (the “Schedule of Non-Terminable Contracts”). To the Contributors’ knowledge, the Property Owner has performed in all material respects all of its obligations under each Contract to which the Property Owner is a party or is subject and, to the Contributors’ knowledge, no fact or circumstance has occurred, which by itself or with the passage of time or the giving of notice or both would constitute a default by the Property Owner under any such Contract. Further, to the Contributors’ knowledge, all other parties to such Contracts have performed all of their obligations thereunder in all material respects and are not in default thereunder. True, complete and correct copies of the Contracts have been delivered to the Partnership. To the Contributors’ actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to the Partnership in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to the Partnership, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Initial Closing.

(k) No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Contributors nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Contributors of any declaration, filing or registration with any Person.

(l) Litigation. Except as disclosed in Schedule 6.1(l), there is no Proceeding pending or, to the Contributors’ knowledge, threatened against or relating to any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, the Existing Manager, or any of their respective assets, including but not limited to the Property, or with respect to Existing Manager, relating in any manner to the Property, or any of the officers, directors, managers or employees (in their capacities as such) of any of the foregoing Persons. Except as disclosed in Schedule 6.1(l), none of the Contributors, any Contributed Entity, the Property Owner, their Subsidiaries, or the Existing Manager is subject to any Court Order, or with respect to the Existing Manager, any Court Order relating in any manner to the Property. To the Contributors’ knowledge, the insurance coverages in the Property Owner’s insurance policies are adequate in character and amount to pay all liabilities relating to the matters required to be described on Schedule 6.1(l). There is no Proceeding pending or, to the Contributors’ knowledge, threatened against any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, (A) that questions the validity of this Agreement or any action taken or to be taken by any Contributor or Contributed Entity in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (B) that, individually and in the aggregate, would reasonably be expected to adversely affect in any material respect the ability of any Contributor, any Contributed Entity or the Property Owner to perform its obligations under and consummate the transactions contemplated by this Agreement.

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(m) FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and each Contributor shall certify to that effect and certify its taxpayer identification number at the Initial Closing pursuant to Code Section 1445(b)(2).

(n) Environmental Matters. The Contributors have made available to the Partnership copies of all environmental reports or studies and indoor air quality reports prepared by third party consultants relating to the Property that are in the possession or control of any Contributor, any Contributed Entity, the Property Owner or their Subsidiaries. To the Contributors’ knowledge, and except for any matters which are disclosed in such reports and studies, no Hazardous Materials exist at the Property and the Property is in compliance with all Hazardous Materials Laws. Since the date the Contributors have owned any ownership interest in the Contributed Entity, none of the Contributors, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any written notice from any Governmental Authority of any pending nor, to the Contributors’ knowledge, threatened action or Proceeding arising out of the environmental condition of the Property, Hazardous Materials located on the Property, or any alleged violation of any Hazardous Materials Laws.

(o) Employees. Neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has employees.

(p) Construction Contracts; Mechanics’ Liens. At the Initial Closing, except with respect to any Required Capital Improvements which have not been completed, there will be no outstanding Contracts made by any Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or Existing Manager, for the construction or repair of any Improvements relating to the Real Property which have not been fully paid for or will be paid in the Ordinary Course. Prior to Initial Closing, the Property Owner shall discharge and have released of record or bonded all mechanics’ or materialmen’s liens, if any, arising from any labor or materials furnished to the Real Property prior to the Initial Closing to the extent any such Lien is not insured over by the Title Company or bonded over pursuant to applicable Law.

(q) Loan Documents. The Loan Documents described in Exhibit C that encumber the Property constitute all of the material loan documents and related instruments in effect with respect to the Loan and have not been modified except as set forth in Exhibit C. The Loan Documents are in full force and effect. None of the Contributors, the Contributed Entities, the Property Owner, their Subsidiaries or the Existing Manager, has received written notice of default under any of the Loan Documents and, to the Contributors’ knowledge, there is no state of facts that, with the giving of notice or passage of time or both, would give rise to a default under any of the Loan Documents. Other than the Indebtedness related to the Loan, neither the Property, any Contributed Entity, the Property Owner nor their Subsidiaries is encumbered by any Indebtedness. As of the Effective Date, the outstanding principal balance of the Loan is $                    . The Property Owner has timely paid all amounts and performed all monetary obligations required of it by the Loan Documents. As of             , 201    , the amount of escrows or reserves held by the Property Owner for maintenance and capital repairs to the Property is $            and the amount held for such purposes by the Lender is $            .

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(r) Special Assessments. None of the Contributors, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any notice, or has any knowledge, of any existing or pending special assessments affecting the Property by any Governmental Authority, water or sewer authority, drainage district or any other special taxing district or other entity, other than as disclosed herein and has received no notice, and has no knowledge, of any assessments that may be levied after the Initial Closing by any Government Authority.

(s) Affiliate Transactions. All Contracts and other intercompany obligations between the Property Owner, on the one hand, and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributors’ other Affiliates, on the other hand, will be terminated satisfied, repaid, eliminated or cancelled at or prior to the Initial Closing. Except for the Organizational Documents of the Property Owner, there are no written Contracts between the Property Owner and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributors’ other Affiliates.

(t) Patriot Act.

(i) The Contributors represent and warrant that neither any Contributor, any Contributed Entity, the Property Owner, nor any of their Subsidiaries, constituents or affiliates, are in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public La 107-56, the “Patriot Act”).

(ii) The Contributors represent and warrant that neither any Contributor, the Contributed Entity, the Property Owner nor any of their Subsidiaries, constituents or affiliates, is a “Prohibited Person” which is defined as follows:

1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

3) a person or entity with whom the Partnership or its successor or assignee is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering laws or regulations, including the Executive Order and the Patriot Act;

4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

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5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and

6) a person or entity who is affiliated with a person or entity listed above.

(iii) The Contributors represent and warrant that neither any Contributor, the Contributed Entity, the Property Owner, Existing Manager nor any of their Subsidiaries, constituents or affiliates, have or will: (i) conduct any business or engage in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(u) NO TAX REPRESENTATIONS. EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PARTNERSHIP OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS.

(v) Investment Representations. Each Contributor that receives OP Units pursuant to this Agreement hereby represents and warrants to ATA and the Partnership that the following are true and correct on the date of this Agreement and shall be true and correct as of the Initial Closing Date and the Subsequent Closing Date.

(i) Each Contributor acknowledges that it has received, read, and fully understands the Investor Package. Each Contributor acknowledges that it is an Accredited Investor and is basing its decision to invest in the OP Units on the Investor Package and each Contributor has relied only on the information contained in said materials and has not relied upon any representations made by any other person. Each Contributor recognizes that an investment in the OP Units involves substantial risk and the Contributors are fully cognizant of and understand all of the risk factors related to such securities.

(ii) Each Contributor can bear and is willing to accept the economic risk of losing its entire investment in the OP Units. Each Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in such securities.

(iii) Each Contributor acknowledges that the offer and sale of the OP Units has not been accompanied by the publication of any public advertisement or by any general solicitation.

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(iv) All information that each Contributor has provided to the Partnership concerning its suitability to invest in the OP Units is complete, accurate, and correct. Each Contributor hereby agrees to notify Partnership immediately of any material change in any such information occurring prior to the Subsequent Closing Date, including any information about changes concerning its net worth and financial position.

(v) Each Contributor has had the opportunity to ask questions of, and receive answers from, the Partnership, ATA and the officers of ATA concerning the terms and conditions of the OP Units being offered and sold pursuant to this Agreement and the Investor Package and to obtain any additional information deemed necessary to verify the accuracy of the information contained in the Investor Package. Each Contributor has been provided with all materials and information requested by either such Contributor or others representing such Contributor, including any information requested to verify any information furnished such Contributor.

(vi) Each Contributor is receiving the OP Units for such Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such securities. The Contributors understand that, due to the restrictions as to transferability contained in the Partnership Agreement, the Charter (including the Articles Supplement) and the Governance Agreement, duly executed duly executed by ATA and by the parties thereto, and the lack of any market existing or to exist for the OP Units, the Contributors’ investment in the OP Units will be highly illiquid and may have to be held indefinitely.

(vii) Each Contributor understands that there may be restrictions on the transfer, resale, assignment, or subdivision of the OP Units imposed by applicable federal and state securities laws. Each Contributor is fully aware that the OP Units have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act of 1933, as amended, which reliance is based in part upon the Contributors’ representations set forth herein. Each Contributor understands that the OP Units have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(viii) Each Contributor understands that none of the Partnership, ATA or their owners, officers, employees, directors, general partners or Affiliates, or advisors represent such Contributor in any way in connection with the Contribution of the OP Units. Each Contributor also understands that legal counsel to the Partnership, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(ix) EACH CONTRIBUTOR UNDERSTANDS THAT THE OP UNITS ISSUABLE TO THE CONTRIBUTORS PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE OP UNITS ARE SUBJECT TO

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RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE OP UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE OP UNITS OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. EACH CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The representations and warranties made in this Agreement by the Contributors in Section 6.1 are made as of the Effective Date and, unless specified as being made as of the Effective Date, shall be deemed remade by each Contributor as of the Initial Closing Date and again as of the Subsequent Closing Date, with the same force and effect as if made on, and as of, the Initial Closing Date and the Subsequent Closing Date, respectively.

6.2 Due Diligence Materials. Within two (2) calendar days after the Effective Date, the Contributors shall, to the extent not previously provided or made available on a secure website for inspection by the Partnership or its Representatives, deliver to the Partnership, or otherwise make continuously available for inspection, all of the documents and information listed on Schedule 6.2 attached hereto (collectively, the “Due Diligence Materials”) to the extent they exist and are in the Contributors’ possession or control. From and after the Contributors’ delivery of the Due Diligence Materials to the Partnership, the Contributors shall within two (2) Business Days make available to the Partnership copies of any documentation or information which comes in the Contributors’ possession or control which supplements the Due Diligence Materials. The Contributors shall cooperate with the Partnership and provide or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by the Partnership relating to the operations of the Property.

6.3 Access. The Contributors hereby grant to the Partnership and each of its employees, agents, consultants and contractors, subject to the rights of Tenants under the Leases, the right and permission from and after the date hereof to enter upon the Property, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies permitted hereunder; provided, however, the Partnership shall provide reasonable advance written notice to the Contributors’ Representative prior to entry upon the Property so that a Representative of the Contributors may have the opportunity to be present during any inspections or studies conducted thereon and shall not unreasonably interfere with the use, occupancy or operation of the Property. The Partnership shall not perform any intrusive testing of the Property without the prior written consent of the Contributors’ Representative, which consent may be given or withheld in the Contributors’ Representative’s sole discretion. Specifically, the Partnership shall have the option to obtain, at its sole cost and expense, any such environmental reports as the Partnership and the lender under the Loan may desire, or updates to any such existing reports, for the Property, and to obtain and/or undertake, at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other reports relating to the Property or any aspects thereof. The Partnership shall indemnify, defend and hold the Contributors harmless from any damage to the Property caused by the Partnership’s conduct of such inspection activities. Upon

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the completion of any inspection or test, the Partnership shall promptly restore the Property substantially to their condition prior to such inspection or test. The Partnership shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold the Contributors, the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager, their respective officers, employees, and agents harmless from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, liens or encumbrances, losses, damages, costs or expenses which directly result from entry onto the Property by the Partnership or the Partnership’s Representatives. This indemnity shall survive the Subsequent Closing or termination of this Agreement for six (6) months.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.

To induce the Contributors to enter into this Agreement, the Partnership and ATA, as applicable, represent and warrant to the Contributors as follows:

7.1 Organization and Authorization. The Partnership is a limited partnership duly formed and validly existing in the state of its formation. ATA is a corporation duly incorporated and validly existing in the state of its incorporation. The Partnership and ATA have as taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Transaction Document, and upon the execution and delivery of any Transaction Document to be delivered by the Partnership and ATA, such Transaction Document shall constitute the valid and binding obligation and agreement of Partnership and ATA enforceable against Partnership and ATA in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of the Partnership and ATA. ATA discloses to the Contributors that on or before the Initial Closing, (a) ATA expects to (i) adopt and effect the Articles Supplement and amend its Charter and bylaws as contemplated by the Master Contribution Agreement, and (ii) amend the dividend reinvestment plan of ATA to adjust the share price to $8.15 per share, and (b) the Partnership expects to adopt and effect an amendment to the Partnership Agreement in the form attached hereto as Exhibit K and amend its partnership certificate to effect the name change.

7.2 No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Partnership of any declaration, filing or registration with any Person.

7.3 No Conflicting Agreements. Neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will conflict with or result in the breach of any of the terms of any agreement or instrument to which the Partnership is a party.

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7.4 Litigation. The Partnership has received no written notice of and no investigation, action or Proceeding is pending and, to the Partnership’s knowledge, no action or Proceeding is threatened and the Partnership has received no notice of, and to the Partnership’s knowledge, no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

7.5 Authorization of Issuance of Securities. The OP Units to be issued to the Contributors under this Agreement have been or will be duly authorized for issuance and sale to them by the Partnership and ATA, as applicable, and, when issued and delivered by the Partnership, pursuant to this Agreement, against payment of the Contribution Price set forth herein, will be validly issued and fully paid and non-assessable free and clear of any Lien. The OP Units conform to all statements relating thereto contained in the SEC Reports and such description conforms to the rights set forth in the instruments defining the same. Any certificates representing the OP Units, if any, are in due and proper form; no holder of thereof will be subject to personal liability by reason of being such a holder; and the issuance thereof is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Partnership.

7.6 No Registration of Securities. Assuming the accuracy of the representations and warranties of the Contributors in Section 6.1(v), it is not necessary in connection with the offer, sale and delivery of the OP Units to the Contributors in the manner contemplated by this Agreement to register such securities under the Securities Act.

7.7 Integration. None of ATA, the Partnership or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

7.8 Financial. The Partnership has the requisite experience, and upon the closing of the transactions contemplated by the Master Contribution Agreement and the Cash Investment Agreement the Partnership shall have the financial ability, to close on the transactions contemplated by this Agreement and the Lender Approval Documents.

The representations and warranties made in this Agreement by the Partnership are made as of the Effective Date and shall be deemed remade by the Partnership as of the Initial Closing Date and again as of the Subsequent Closing Date, with the same force and effect as if made on, and as of, such date. As used in this Agreement, the phrase “to the Partnership’s knowledge” or words of similar import shall mean the actual knowledge of Stanley J. Olander, Jr. and Gus Remppies.

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SECTION 8. INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.

Each Contributor hereby covenants, and, as applicable, the Partnership hereby covenants as follows:

8.1 Compliance with Laws and Permitted Encumbrances. From the Effective Date to the Subsequent Closing Date, each Contributor shall, and shall cause the Property Owner to comply in all material respects with (i) all applicable Laws affecting the Property, (ii) all Leases and Contracts, and (iii) all terms, covenants and conditions of instruments of record affecting the Property including, without limitation, the Permitted Encumbrances.

8.2 General Operation. The Existing Manager will continue to manage the Property during the period between the Effective Date and the Subsequent Closing. Except as otherwise contemplated or permitted by this Agreement or approved by the Partnership in writing, from the Effective Date to the Subsequent Closing Date, each Contributor will, and will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Leases (other than Leases that are in the process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the Loan Documents, and (vii) preserve the existence and good standing of Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, each Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and pay all costs and expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and will cause each Contributed Entity, the Property Owner and their Subsidiaries to use its commercially reasonable efforts to prevent any Material Adverse Change.

8.3 Maintenance; Contracts. Subject to the requirements and obligations set forth in Section 8.8, then between the Effective Date and the Subsequent Closing Date, each Contributor shall, and shall cause the Property Owner to, maintain the Property in substantially the same manner as prior hereto pursuant to the Property Owner’s Ordinary Course, subject to reasonable wear and tear and further subject to the occurrence of any damage or destruction to the Real Property by casualty or other causes or events beyond the control of such Person. The Contributors shall not permit the Property Owner to make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing prior written notice to the

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Partnership. Between the Effective Date and the Subsequent Closing Date, the Contributors shall not permit the Property Owner to enter into any Contract with respect to the Property which will survive the Subsequent Closing or will otherwise affect the use, operation or enjoyment of the Property after the Subsequent Closing, unless the Contributors first shall have obtained the Partnership’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

8.4 New Leases; Vacant Units. From the Effective Date to the Subsequent Closing Date, the Contributors shall cause the Property Owner not to enter into any new Leases with respect to the Property without the Partnership’s prior written consent unless such new Leases are on the Property Owner’s standard form residential lease, the rent and landlord concessions and incentives are consistent with the Property Owners’ current practices and current market conditions, and the Leases are otherwise entered into in the Ordinary Course of the Property Owners’ business of leasing and operating the Property.

8.5 Audits of the Property and Operations. From the Effective Date to the Subsequent Closing Date, each Contributor shall, and shall cause the Property Owner to, cooperate fully and in good faith, at no out-of-pocket cost to any such Person, with the Partnership’s audits of all financial information and operations relating to the Property as necessary to comply with applicable underwriting policies and securities law and corporate governance policies applicable to ATA and its Affiliates.

8.6 Financial Information. Commencing on execution of this Agreement until the Subsequent Closing, each Contributor shall, and shall cause the Property Owner to, deliver to the Partnership (i) on a weekly basis, a report of leasing activity at the Property, and (ii) on a monthly basis, updated operating statements and Rent Rolls, and a copy of the standard monthly income statement that is prepared by the Existing Manager.

8.7 Extraordinary Actions. The Contributors will not, and will cause the Property Owner, the Contributed Entity and their Subsidiaries to not: (i) issue, sell, transfer, pledge, dispose of, encumber or permit any Lien on the Property or any membership interests, partnership interests or any other securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any membership interests, partnership interests or any other securities of the Property Owner, the Contributed Entity and their Subsidiaries, (ii) purchase or redeem any membership interests, partnership interests or other securities of the Property Owner, the Contributed Entity or any of their Subsidiaries (iii) sell or transfer any of such Person’s assets other than in the Ordinary Course, (iv) incur any material obligations or liabilities or enter into any material transaction other than in the Ordinary Course, or (v) amend the Property Owner’s, the Contributed Entity’s, or any of their Subsidiaries’ Organizational Documents.

8.8 Capital Improvements. The Contributors shall, or shall cause the Property Owner to, complete or diligently pursue the capital improvement, life safety and/or licensure related projects and items set forth on Schedule 8.8 (the “Required Capital Improvements”) prior to the Subsequent Closing Date. If the Contributors, or the Property Owner, do not complete the Required Capital Improvements on or prior to the Subsequent Closing Date to the Partnership’s reasonable satisfaction in accordance with the previous sentence, the Partnership’s

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sole remedy shall be a decrease in the Agreed Contribution Value in an amount equal to the Partnership’s reasonable estimate of the remaining cost to complete the Required Capital Improvements, based upon the budgeted cost thereof as set forth on Schedule 8.8, and such amount shall be settled in accordance with the apportionments set forth in Section 9.1.

8.9 Delivery and Use of Annual Financial Statements. At the Partnership’s request, at any time before or after the Subsequent Closing, the Contributors shall provide to the Partnership’s and/or ATA’s designated independent auditor access to the books and records of the Contributors, the Contributed Entities, the Property Owner, their Subsidiaries and/or the Property, the working papers of the independent auditors of any of the foregoing Persons and all related information regarding the period for which ATA is required to have any of the foregoing audited to enable ATA to comply with any financial reporting requirements applicable to ATA, and the Contributors shall provide to such auditor a representation letter regarding such books and records in a customary form and otherwise reasonably acceptable to the Partnership and the Contributors.

8.10 Exclusivity. From and after the date hereof, none of the Contributors, the Contributed Entities, the Property Owner or any of their respective Subsidiaries, Representatives or anyone acting on behalf of any of them shall make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Partnership and its Representatives) unless this Agreement is terminated pursuant to and in accordance with the provisions of this Agreement.

8.11 Tax Change Notices; Other Events. From and after the date hereof, the Contributors shall deliver to the Partnership copies of any property tax assessments or notices or any written notice from any Government Authority of its intent to conduct a Tax audit or Proceeding with respect to the Contributed Entity, Property Owner or any of its Subsidiaries, and shall promptly notify the Partnership of any (i) change in any condition with respect to the Real Property, (ii) notice of any violation issued in writing by any Governmental Authorities with respect to the Property, (iii) fire or other casualty affecting the Property, or (iv) event or circumstance which makes any representation or warranty of the Contributors to the Partnership under this Agreement materially untrue or misleading, or any covenant of the Contributors under this Agreement incapable or less likely of being performed.

8.12 Commercially Reasonable Efforts. The Contributors and the Partnership shall each use commercially reasonable efforts to satisfy their respective Closing Contingencies set forth in this Agreement. Additionally, the parties hereto shall collaborate in good faith with respect to the preparation of any and all offering memoranda, investor questionnaires, subscription materials, consent forms and other documents that are reasonably necessary or advisable in connection with the disclosure and consummation of the transactions contemplated by this Agreement.

8.13 Admission to Partnership. ATA, as general partner of the Partnership, shall take all actions necessary in order to cause the Contributors receiving OP Units to be admitted as limited partners of the Partnership on the Subsequent Closing Date but effective as of the Initial Closing Date.

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SECTION 9. APPORTIONMENTS; CLOSING COSTS.

9.1 Apportionments. The Partnership and the Contributors agree that, at and as of the date of the Initial Closing, all normal and customarily proratable items, including, without limitation, real estate taxes, personal property taxes, utility bills (except as hereinafter provided), invoiced rents and other income, and operating contract payments shall be prorated with respect to the Property as of the date of the Initial Closing, with Contributors being charged and credited for all of the same relating to the period up to the date of the Initial Closing and the Partnership being charged and credited for all of the same relating to the period on and after the date of the Initial Closing. All apportionments hereunder shall be settled in OP Units or as otherwise agreed by the parties as set forth in the Settlement Statement to be delivered at the Subsequent Closing.

(a) To the extent not covered by any tax escrows held by the Property Owner or the Lender, all real estate taxes, and items of income and expense with respect to the Property shall be prorated between the Contributors and the Partnership based upon amounts due and payable, on an accrual basis, in the calendar year in which the Initial Closing occurs except as set forth below. All prorations of real estate taxes shall be based upon the most recent available full year’s tax bills, and, if applicable, subject to re-proration when the actual tax bill for the applicable fiscal tax year in which the Initial Closing occurs is received. All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by the Lender in connection with the Loan with respect to the Property and those held by the Contributors shall follow the Property, and shall be prorated and credited to the Contributors in the manner set forth in the Settlement Statement.

(b) Invoiced rents and other charges, other than for Tenants who owe Delinquent Amounts (as hereinafter defined), shall be prorated. Prepaid rents and other charges shall be credited to the Partnership. Without limiting the foregoing, rent and all other sums which are due and payable to the Property Owner by any Tenant, whether or not collected as of the Initial Closing, shall be adjusted, but the Partnership shall not be required to cause the rent and other sums for the period prior to Initial Closing to be remitted to the Contributors if, as, and when collected. At the Initial Closing, the Contributors’ Representative shall deliver to the Partnership a schedule of all rent, charges and other amounts payable by Tenants after the Initial Closing with respect to which the Contributors are entitled to receive a share under this Agreement, and any amount due and owing to the Property Owner before the Initial Closing by Tenants under the Leases which are unpaid on the date of the Initial Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by the Partnership from Tenants shall first be applied toward the Partnership’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to the Partnership for periods after the Initial Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by the Partnership from Tenants who owe Delinquent Amounts during the month in which the Initial Closing occurs shall first be applied to the payment of such Tenants’ Delinquent Amounts, if any, with respect to the month in which the Initial Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. The Partnership may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which the Contributors

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are entitled to receive a share of charges or amounts, without first obtaining the written consent of the Contributors. If a Delinquent Amount due the Contributors is not paid by a Tenant within the later of (i) sixty (60) days after the Initial Closing or (ii) sixty (60) days after billing therefor, the Contributors shall have the right to attempt to effect collection by litigation or otherwise so long as the Contributors do not take any action which would affect such Tenant’s right to occupy its leased premises or terminate its Lease. With respect to Delinquent Amounts owed by Tenants that are no longer Tenants of the Real Property as of the date of Initial Closing, the Contributors shall retain all rights relating thereto.

(c) To the extent security deposits, pet deposits or other deposits paid by Tenants under Leases are held in the name of the Property Owner, such deposits shall continue to be held by the Property Owner so as to be available to the Property Owner after the Initial Closing, or if such deposits are held by the Existing Manager, all such deposits shall be transferred to the applicable Property Owner or to the Partnership’s property manager prior to the Subsequent Closing. There shall be no apportionment or proration of any insurance premiums or costs or expenses related to the employment of any persons at the Property.

(d) The following items shall also be prorated between the Contributors and the Partnership as of the Initial Closing:

(i) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by Tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, the Contributors’ Representative shall cause meters for utilities to be read not more than one (1) day prior to the date of the Initial Closing.

(ii) Assignable license and permit fees paid on an annual or other periodic basis.

(iii) Prepaid interest or other payments paid to the Lender under the Loan assumed or transferred as part of this transaction.

(iv) Cash then being held in the Property Owner (other than security deposits, as provided in Section 9.1(c) above) shall be prorated as of the Initial Closing and, notwithstanding the terms of Section 9.1(g) below, the applicable prorated amount shall be distributed to the Contributors immediately prior to the Subsequent Closing.

(v) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by the Property Owner under the Leases).

(e) For purposes hereof, unless this Agreement terminates, the Partnership shall be deemed to be the owner of the Contributed Entity and the Property Owner and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Initial Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the

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day of the Initial Closing. To the extent information necessary to make such prorations is not available at the Initial Closing or is determined to be inaccurate or incomplete after the Initial Closing, the amount of such prorations shall be subject to adjustment in OP Units (or as otherwise agreed by the parties) after the Initial Closing as and when complete and accurate information becomes available and at the Subsequent Closing. All prorations shall otherwise be final. The Contributors and the Partnership agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Initial Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and in all events prior to the Subsequent Closing and with respect to tax prorations, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Initial Closing occurs. Except as set forth in this Section 9.1, all items of income and expense for the period prior to the Initial Closing will be for the account of the Contributors and all items of income and expense for the period on and after the Initial Closing will be for the account of the Partnership, all as determined by the accrual method of accounting. Bills received after the Initial Closing which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Initial Closing shall be paid by the Contributors.

(f) Amounts on deposit with utility companies shall be credited to the Contributors. The Contributors shall, from and after the Initial Closing, at the Contributors’ sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Initial Closing and that pertain solely to the periods that the Contributors owned the Contributed Entity. The Contributors shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. The Contributors shall keep the Partnership informed as to any such appeals and to the extent that ongoing tax appeals pertain to periods that include any period after the Initial Closing or which are reasonably expected to result in higher tax assessment or payment, the Partnership shall be entitled to join in such appeal and/or pursue its own appeal, at the Partnership’s expense, from and after the date of the Initial Closing.

(g) Without limiting the terms of Sections 8.7 or 9.1(d)(iv) above, the parties acknowledge and agree that, from and after the Initial Closing until immediately prior to the Subsequent Closing, as provided in clause (ii) below, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Subsequent Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, as provided herein, the Contributed Entity shall distribute to each Contributor receiving OP Units an amount equal to the amount such Contributor would have been paid as a distribution on account of the OP Units it will receive at the Subsequent Closing had such OP Units been issued and sold to such Contributor at the Initial Closing.

(h) The parties acknowledge and agree that the gross fair market value of the portions of the Property treated as personal property under the Code is equal to the tax basis in such personal property and at the Subsequent Closing, the parties will reasonably agree on a fair market value allocation of value between the Land and Improvements.

(i) The provisions of this Section 9.1 shall survive the Initial Closing.

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9.2 Closing Costs.

(a) Partnership. The Partnership shall pay at the Initial Closing and Subsequent Closing all fees and expenses incurred in connection with the transactions contemplated herein, including but not limited to (i) all survey and title costs associated with the Real Property, (ii) all Loan Assumption Costs associated with the Lender Approval, (iii) all Transfer Taxes with respect to the Real Property, (iv) the Partnership’s other due diligence expenses, subject to Section 10.3, (v) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Partnership, and (vi) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributors, except as otherwise set forth in Section 9.2(b) below.

(b) Contributors. If this Agreement is terminated by the Partnership as a result of a default by the Contributors pursuant to Section 10.3 below, the Contributors shall be responsible for any and all legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributors and the Contributors’ Representative.

(c) Survival. The obligations of the parties under this Section 9.2 shall survive the Initial Closing.

SECTION 10. TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.

10.1 Termination. Anything to the contrary herein notwithstanding, this Agreement shall terminate and the transactions contemplated hereby abandoned:

(a) Upon termination by either the Partnership or the Contributors if the Closing Contingencies have not occurred on or before the Outside Closing Date; or

(b) Automatically if the Master Contribution Agreement is terminated.

10.2 Effect of Termination. If this Agreement is terminated pursuant to Section 10.1, then unless the terms of this Agreement, including Sections 10.3 and 10.4 below, specifically provide otherwise, no Person shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

10.3 Partnership’s Remedies for Pre-Closing Default. Without affecting any rights contained in Article XI of the Master Contribution Agreement or in the Governance Agreement, if any Contributor shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Partnership to the Contributors, then the Partnership’s sole remedy shall be either:

(a) to terminate this Agreement, in which event this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and the Contributors shall, within three (3) Business Days following the termination, reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement;

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(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof; or

(c) to compel specific performance of this Agreement, or if the remedy of specific performance is unavailable to the Partnership as a result of Contributed Entity’s intentional transfer of the Property (excluding the transfer of a portion of the Property due to a condemnation, or the transfer of immaterial amounts of personal property in the Ordinary Course) or the Contributors’ intentional transfer of the Interests to a Person other than the Partnership, other than as a result of a foreclosure, deed-in-lieu thereof, or similar lender remedy, then the Contributors shall reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTORS AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY PARTNERSHIP IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.3 AND THE PARTNERSHIP AND THE CONTRIBUTORS AGREE THAT THE ABOVE DESCRIBED AMOUNTS CONSTITUTE A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE PARTNERSHIP AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.3, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A PARTNERSHIP IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY CONTRIBUTOR THEREUNDER; AND RECEIPT BY THE PARTNERSHIP OF SUCH AMOUNTS UPON THE CONTRIBUTORS’ DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.4 Contributors’ Remedy for Pre-Closing Default. If the Partnership shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Contributors, then the Contributors’ sole remedy shall be either:

(a) to terminate this Agreement and this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and the Partnership shall, within three (3) Business Days following the termination, (i) pay to the Contributors (allocated prorata among the Contributors in accordance with their respective Interests) the sum of One Hundred Thousand Dollars ($100,000.00) as liquidated damages, and (ii) reimburse the Contributors for all actual out-of-pocket costs and expenses incurred by the Contributors in connection with this Agreement;

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(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof; or

(c) to compel specific performance of this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTORS AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY THE CONTRIBUTORS IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.4 AND THE PARTNERSHIP AND THE CONTRIBUTORS AGREE THAT THE PAYMENT REQUIRED BY THIS AGREEMENT CONSTITUTES A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE CONTRIBUTORS AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.4, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A CONTRIBUTOR IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY THE PARTNERSHIP THEREUNDER; AND RECEIPT BY THE CONTRIBUTORS OF THE PAYMENT REQUIRED BY THIS AGREEMENT UPON THE PARTNERSHIP’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.5 Limitations on Liability.

(a) In General. The parties hereto confirm and agree that in each instance herein where a party or its Affiliates is entitled to payment or reimbursement for damages, costs or expenses pursuant to the terms and conditions of this Agreement, any payment or reimbursement made to such party shall be conclusively deemed to be for the account of both such party and its Affiliates, it being acknowledged and agreed that a payment or reimbursement made to such party for damages, costs or expenses shall be sufficient to satisfy all claims for payment or reimbursement of such party and its Affiliates. The parties further confirm and agree that no party hereto (a “Non-Performing Party”) will be deemed to be in default hereunder or be liable for any breach of its representations and warranties under this Agreement if its failure to perform an obligation hereunder is based solely on the non-performance of another party to this Agreement (which other party is not an Affiliate of the Non-Performing Party) or where all conditions precedent to the obligation of such Non-Performing Party to consummate the Initial Closing or Subsequent Closing under Sections 4 or 5, as applicable, have not been fulfilled.

(b) Maximum Liability Amount. Notwithstanding anything to the contrary contained in this Agreement, if the Subsequent Closing of the transactions hereunder shall have occurred: (i) the Contributors shall have no liability (and the Partnership shall make no claim against the Contributors) for a breach of any representation or warranty or any other obligation of the Contributors or for indemnification under this Agreement or any document executed by the Contributors in connection with this Agreement which relates in any manner to the transactions contemplated hereby unless and only to the extent the valid claims for all such breaches and indemnifications collectively aggregate to more than Ten Thousand Dollars

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($10,000.00) (the “Basket”) and the liability of the Contributors under this Agreement and such other documents delivered in connection with the transactions contemplated hereby shall in no event exceed (except as provided below), in the aggregate, an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Cap”); and (iii) in no event shall the Contributors be liable for any consequential or punitive damages.

(c) Constituent Liability. No constituent member or partner in or agent of the Partnership, the Contributors, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, member, partner, participant, representative or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in the Partnership or the Contributors, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Partnership, the Contributors and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Partnership’s and the Contributors’ assets for the payment of any claim or for any performance, and the Partnership and the Contributors, on behalf of themselves and their respective successors and assigns, hereby waive any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent member or partner in the Partnership or the Contributors (or in any other constituent member or partner thereof), nor any obligation of any constituent member or partner in the Partnership or the Contributors (or in any other constituent member or partner thereof) to restore a negative capital account or to contribute capital to the Partnership or the Contributors (or to any other constituent member or partner thereof), shall at any time be deemed to be the property or an asset of the Partnership or the Contributors or any such other constituent member or partner (and neither the Partnership, the Contributor nor any of their respective successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or a member’s or partner’s obligation to restore or contribute). Notwithstanding the foregoing to the contrary, the provisions of this Section 10.5(c) shall have no impact on, and shall be superseded by, any agreement, whether entered into prior to or after the Effective Date, related to the allocation of assets and/or liabilities between the Contributors, their respective successors and assigns, or any constituent member, partner or subsidiary thereof.

(d) The terms of this Section 10 shall survive the Initial Closing and the Subsequent Closing.

SECTION 11. INDEMNIFICATION.

11.1 Contributor’s Indemnity. The Contributors, jointly and severally, hereby agree to indemnify and hold the Partnership and its successors and assigns, ATA, and their respective employees, directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which they may suffer or incur by reason of (a) any breach by the Contributors of their representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing prior to the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity prior to the Subsequent Closing Date, and (c) the ownership or operation of

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the Contributed Entity or the Property and relating to the period prior to the Subsequent Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period prior to the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time prior to the Subsequent Closing Date.

11.2 Partnership’s Indemnity. ATA and the Partnership jointly and severally, hereby agree to indemnify and hold the Contributors, the Contributed Entity, the Property Owner and their respective employees, directors, members, partners, affiliates and agents (the “Contributor Indemnitees”) harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor Indemnitees may suffer or incur by reason of (a) any breach by the Partnership of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing on or after the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity on or after to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity, the Property Owner or the Property and relating to the period on or after the Subsequent Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’ operations at any time on or after the Subsequent Closing Date.

11.3 Indemnification Procedure. All claims for indemnification pursuant to Sections 11.1 or 11.2 (“Claims”) shall be made in a reasonably detailed writing, which shall include, without limitation, the amount so demanded for such Claim (to the extent readily calculable), by the party seeking to be indemnified (the “Indemnified Party”) and sent to the addresses set forth in the notice provisions set forth herein (the “Indemnification Notice”). The making of a Claim pursuant to a properly delivered and reasonably detailed Indemnification Notice shall toll the running of the limitation period set forth above with respect to that specific Claim. The party from which indemnification is sought (the “Indemnifying Party”) shall have ten (10) days after such Indemnification Notice is received to either (i) agree to the Indemnified Party’s demand, or (ii) refuse such demand for indemnification. Should the Indemnifying Party fail to respond to the Indemnified Party’s Indemnification Notice within such ten (10) day period, the Indemnifying Party shall be deemed to have agreed to indemnify the Indemnified Party as requested in such Indemnification Notice. In the event that the Indemnifying Party refuses to indemnify the Indemnified Party pursuant to such Indemnification Notice, the Indemnified Party shall be free to pursue such Claim for indemnity pursuant to the terms of this Agreement with any court of competent jurisdiction.

11.4 Survival. The Terms of this Section 11 shall survive the Initial Closing and Subsequent Closing.

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SECTION 12. TAX MATTERS.

12.1 Tax Matters. The Contributors on a joint and several basis shall pay and indemnify, without duplication, the Contributed Entity, the Property Owner, their Subsidiaries, ATA and the Partnership for the following Taxes (and all related Adverse Consequences, including all out-of-pocket expenses incurred in defending an audit or other claim relating to such Taxes, but excluding any Transfer Taxes):

(a) all such Taxes resulting from a breach of a representation or warranty contained in Section 6.1(f) or a breach of any provision of this Section 12;

(b) with respect to such Taxes attributable to any Pre-Closing Tax Period: (i) all such Taxes of each Contributed Entity, the Property Owner and each of their Subsidiaries; and (ii) all such Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred in such Pre-Closing Tax Period; and

(c) with respect to such Taxes attributable to any Straddle Period: (i) the Taxes of each Contributed Entity, the Property Owner and each of its Subsidiaries attributable to the portion of such Straddle Period that ends on the Initial Closing Date, as determined under Section 12.2; and (ii) the Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred on or before the Initial Closing Date, as determined under Section 12.2.

12.2 Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 12.1, the parties agree to use the following conventions:

(a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Initial Closing Date but that relate to Taxes that accrued on or before the Initial Closing Date shall be treated as occurring prior to the Initial Closing Date;

(b) Except for Transfer Taxes and any other Taxes for which the Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 9.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Initial Closing Date shall be allocated between the portion of the period ending on the Initial Closing Date and the portion of the period beginning after the Initial Closing Date using the following conventions:

(i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Initial Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Initial Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and

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(ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Initial Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Initial Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Initial Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

12.3 Cooperation. Each the parties hereto shall provide the Partnership and the Contributors with such assistance as may reasonably be requested in connection with the preparation of any Tax Return or any audit or other Proceeding by any Governmental Authority relating to liabilities for Taxes. Such assistance shall, upon reasonable written notice, include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The Contributors shall provide to the Partnership, the Property Owner and the Contributed Entity with any information that the Contributed Entity and the Property Owner reasonably requests to allow the Partnership, the Property Owner or such Contributed Entity to comply with any information reporting requirements under the Code or other applicable Law.

12.4 Tax Returns.

(a) Pre-Closing Tax Periods. The Contributors shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for any Pre-Closing Tax Periods, and the Contributors shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.

(b) Straddle Periods and Post-Closing Periods. The Partnership shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for all taxable periods of each Contributed Entity, the Property Owner or any of their Subsidiaries other than the Pre-Closing Tax Periods, and the Partnership shall remit or cause to be remitted any Taxes due in respect of such taxable periods. At least 15 days prior to the deadline for the filing of any Tax Return for a Straddle Period (and before the Partnership files such Tax Return), the Partnership shall furnish to the Contributors’ Representative a draft of such Tax Return and Contributors’ Representative shall have the right to review, provide the Partnership written comments on, and approve the portion of such draft Tax Return that relates to Taxes allocable to the portion of the Straddle Period for which the Contributors are responsible.

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12.5 Claims; Tax Proceedings. If any Governmental Authority issues to any Contributed Entity, the Property Owner or any of their Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor is obligated to pay or indemnify the Partnership (collectively, a “Tax Claim”), Partnership shall notify the Contributors’ Representative within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributors would be responsible for all or a portion of such Tax Claim, the Contributors’ Representative may, at the Contributors’ sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributors’ Representative.

12.6 Certain Tax Elections. The Contributors shall not have allowed any Contributed Entity, the Property Owner or any of their Subsidiaries prior to, on, or after the Initial Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to any Contributed Entity, the Property Owner or any of their Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity, the Property Owner or any of their Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of any Contributed Entity, the Property Owner or any of their Subsidiaries for any period ending after the Initial Closing Date.

12.7 Other Treatment.

(a) The Contributors and the Partnership agree for all relevant Tax purposes to treat all indemnification payments to the Partnership pursuant to this Agreement as adjustments to the Agreed Contribution Value.

(b) It is the intent of the Contributors and the Partnership that the transfer by each Contributor of Interests to the Partnership in exchange for OP Units shall be treated as a tax-deferred contribution of assets to the Partnership under Section 721 of the Code.

12.8 Other Provisions. The provisions of this Section 12 shall govern all indemnity claims with respect to Taxes, including, without limitation, claims related to a breach of a representation or warranty contained in Section 6.1(e) or a breach of any provision of this Section 12.

12.9 Survival. The obligations of the Contributors to pay or indemnify for a Tax under this Section 12 shall expire upon the expiration of the applicable statute of limitations

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(after taking into account any waiver, extension, tolling, or mitigation thereof) of the underlying Tax; provided, however, to the extent that the Contributors’ obligation to pay a Tax arises under a contract or other agreement or arrangement, the Contributors’ obligations under this Section 12 shall not expire until sixty (60) after the expiration of such Contributors’ obligation to pay such Tax under the contract or other agreement or arrangement. All other obligations of the Contributors under this Section 12 shall survive until fully performed.

SECTION 13. MISCELLANEOUS.

13.1 Drafts not an Offer to Enter into a Legally Binding Contract. The parties hereto agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract with respect to the contribution and sale of the Property. The parties shall be legally bound with respect to the contribution and sale of the Interests pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and each Contributor and the Partnership have fully executed and delivered to each other a counterpart of this Agreement.

13.2 Brokerage Commissions. Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby, and that it reasonably believes that there is no basis for any other person or entity to claim any brokerage commissions, finder’s fees or similar payments or other compensation for bringing about this Agreement or the transactions contemplated hereby. The Contributors shall indemnify and hold harmless the Partnership, and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Contributors. The Partnership shall indemnify and hold harmless the Contributors and their successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Partnership. Nothing contained in this Section 13.2 shall be deemed to create any rights in any third party. The provisions of this Section 13.2 shall survive the Initial Closing and the Subsequent Closing hereunder and any termination of this Agreement.

13.3 Publicity. Except to the extent ATA or the Partnership deems it necessary or advisable in order to satisfy their disclosure obligations under the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended, and all regulations promulgated thereunder, or as may otherwise be required by Law, none of the Contributors, the Contributors’ Representative, or their respective Affiliates, on the one hand, nor ATA, the Partnership or their respective Affiliates, on the other hand, may issue any press release or other public announcement relating to this Agreement or the transaction contemplated hereby without the prior written approval of the other. In the event ATA or the Partnership deems it necessary or appropriate to issue any press release, file any report of filing with the SEC or make any other

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public announcement relating to this Agreement or the transaction contemplated hereby, the Partnership shall first consult with and reasonably consider any comments or suggestions of the Contributors’ Representative with respect thereto. Nothing contained herein shall be deemed to prohibit or limit the Partnership’s ability to make any disclosures it deems necessary or advisable to rating agencies, the Lender (including its servicers), the Title Company, potential sources of financing, financial analysts, accountants, attorneys, or to Governmental Authorities in order to satisfy the Closing Contingency set forth in Section 4.5 or to obtain zoning or Property information.

13.4 Notices.

(a) All notices, requests, demands, consents, approvals, elections and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if delivered personally, (ii) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) or (iii) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Contributors’ Representative, the Contributors or any Contributor, to:	DeBartolo Development LLC 4401 W. Kennedy Boulevard, 3rd Floor Tampa, Florida 33609 Attn: Edward M. Kobel Fax: (813) 676-7696 Email: ekobel@DeBartoloDevelopment.com
with a copy to:	Gray Robinson, P. A. 201 N. Franklin Street, Suite 2200 Tampa, Florida 33602 Attn: Michael J. Nolan Fax: (813) 273-5039 Email:mnolan@gray-robinson.com
If to the Partnership or ATA, to:	Apartment Trust of America Holdings, L.P. 4901 Dickens Road, Suite 101 Richmond, Virginia 23230 Attn:     Stanley J. Olander, Jr. Fax:     (804) 244-0199 Email: jolander@atareit.com

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with a copy to:	Hunton & Williams LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219-4074 Attn:     Daniel M. LeBey, Esq. Fax:      (804) 788-8218 Email:   dlebey@hunton.com Attn:     Andrew J. Tapscott, Esq. Fax:      (804) 788-8218 Email:   atapscott@hunton.com
If to Title Company, to:	Chicago Title Company 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn:     Debby S. Moore Fax:      (214) 570-0210 Email:   debby.moore@cttdallas.com

(b) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

13.5 Waivers, Etc. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof. This Agreement may not be amended nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

13.6 Assignment; Successors and Assigns. Except as otherwise provided herein, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties; provided, however, the Partnership may assign this Agreement in whole or in part to any of Partnership’s Affiliates; provided, however, such assignment shall not in any way release the Partnership from its obligations or liabilities under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

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13.7 Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

13.8 Counterparts, Entire Agreement, Amendments. This Agreement may be executed in two (2) or more counterparts, including by facsimile or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto.

13.9 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTY, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY. IT IS THE PARTIES’ INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO THE PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE.

(b) For the purposes of any suit, action or proceeding involving this Agreement, the Contributors and the Partnership hereby expressly submit to the jurisdiction of all federal and state courts sitting in the State of New York and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service; provided that a reasonable time for appearance is allowed, and the Partnership agrees that such courts shall have the exclusive jurisdiction over any such suit, action or proceeding commenced by any party. In furtherance of such agreement, the Partnership agrees upon the request of any party to discontinue (or agree to the discontinuance of) any such suit, action or proceeding pending in any other jurisdiction.

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(c) The Partnership hereby irrevocably waives any objection that the Partnership may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the State of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) EACH PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

13.10 Performance on Business Days. All time periods expire at 5:00 p.m. Eastern Time on the last day of such time period. In the event the date on which performance or payment of any obligation of a party required hereunder, or the expiration of each period of time hereunder, is other than a Business Day, the time for payment or performance, or the expiration of such time period, shall automatically be extended to the first Business Day following such date.

13.11 Attorneys’ Fees. If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

13.12 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of contributor and acquiror.

13.13 Section and Other Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

13.14 Further Assurances. At and after the Initial Closing Date and the Subsequent Closing Date, the parties agree to execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the other Transaction Documents and to make effective the transactions contemplated hereby.

13.15 Force Majeure. “Force Majeure” shall mean any Act of God, earthquake, hurricane, flood, fire, or extraordinary weather condition; riot, war, or order of a civil, military or naval authority; strikes, labor disputes, or any other course of events reasonably beyond Buyer’s or the Contributors’ control. In the event that either party shall claim a delay based upon Force

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Majeure, such party shall immediately advise the other of the commencement and resolution of any Force Majeure event. All time periods shall be extended for the period of time during which the Force Majeure event existed. Such party’s failure to timely advise the other of a Force Majeure event shall be deemed a waiver of such party’s right to claim Force Majeure with respect to such event.

13.16 Time of Essence. Time is of the essence of this Agreement, and of each and every provision hereof, and in the performance of all conditions and covenants to be performed or satisfied by any party hereto.

13.17 Contributors’ Representative. If at any time the Contributors’ Representative ceases to be the manager of one or both of the Contributors, then each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Partnership the payment of the Agreed Contribution Value, and distributing to each Contributor its portion of such funds; (iii) changing the time, date or place of the Initial Closing or Subsequent Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Partnership pursuant to this Agreement; (v) representing the Contributors in connection with any indemnification related matter, including disputing or settling any claim by the Partnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 13.17, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 13.17 or any decisions made by the Contributors’ Representative in accordance with this Section 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship

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in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

13.18 All or Nothing Transaction. Pursuant to the terms of this Agreement, the Contributors agree to contribute to the Partnership, and the Partnership agrees to receive from Contributors, all of the Interests of the Contributed Entity in consideration for the Agreed Contribution Value. The sale of the Interests shall be on an “all or nothing” basis, and the Partnership shall not be required to consummate the transactions contemplated by this Agreement unless all of the Contributors convey all of the Interests to the Partnership.

13.19 Survival. Except for the provisions of this Agreement which are expressly intended to survive the termination of this Agreement or the Subsequent Closing, the rights and obligations of each party hereto shall not survive the termination of this Agreement or the Subsequent Closing.

13.20 ATA’s SEC Filings. The Contributors acknowledges that the Partnership is a subsidiary of ATA, which is a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that may include audited and unaudited financial statements with respect to the Property, the Property Owner, the Contributed Entity and their Subsidiaries, including the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist ATA in preparing the SEC Filings and any required audited financial statements, the Contributors agree to (a) within thirty (30) days after the date of this Agreement, and at ATA’s request, any time thereafter until the first anniversary of the Subsequent Closing Date, deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit I (the “Audit Inquiry Letter”) to the Contributors’ counsel prior to Subsequent Closing and deliver to ATA an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (b) at ATA’s request at any time until the first anniversary of the Subsequent Closing Date, deliver a representation letter in the form requested by ATA’s auditors to ATA, and (c) provide ATA, within thirty (30) days after the date of this Agreement, such financial and other data and information relating to the Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA and its registered independent accounting firm may reasonably require in order to enable ATA and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to the Contributed Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA

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deems necessary to include in its SEC Filings, including but not limited to (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from the Contributors to ATA’s registered independent accounting firm in a form acceptable to ATA (provided that in no event shall the Contributors have any liability to ATA or such registered independent accounting firm for the assurances or representations made therein, but the Contributors shall reasonably cooperate, at no cost or expense to the Contributors, in connection with such audit, including, if required by ATA’s registered independent accounting firm, answering a standard Statement on Auditing Standards No. 99 questionnaire from such registered independent accounting firm). The provisions of the foregoing Section shall survive the Subsequent Closing for a period of 365 days. The Partnership or ATA shall reimburse the Contributors for its actual and documented out-of-pocket expenses in connection with compliance with this Section.

13.21 Legends.

(a) For as long as the OP Units and the ATA Common Stock, if any, issued pursuant to this Agreement are not registered under the Securities Act, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED IN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

(b) In addition to any legends required by the Charter, for as long as the ATA Common Stock, if any, issued pursuant to this Agreement or upon the redemption of OP Units issued pursuant this Agreement is subject to the restrictions set forth in the Governance Agreement and the Registration Rights Agreement, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS

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SET FORTH IN THE CORPORATE GOVERNANCE, VOTING AND RESALE RESTRICTION AGREEMENT, DATED AS OF AUGUST 3, 2012, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 3, 2012, RELATING TO APARTMENT TRUST OF AMERICA, INC. AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREOF. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.”

If any such shares of ATA Common Stock cease to be subject to the restrictions referred to above, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such shares of ATA Common Stock without the legends required by this Section 13.21(b) endorsed thereon.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties have caused this Contribution and Sale Agreement to be executed as a sealed instrument as of the Effective Date.

PARTNERSHIP:
APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership
By:	Apartment Trust of America, Inc., a Maryland corporation
Its:	General Partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer and Chairman of the Board of Directors

ATA:
APARTMENT TRUST OF AMERICA, INC., a Maryland corporation
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and
	Chairman of the Board of Directors

[Signature Page of Esplanade Interest Contribution Agreement]

CONTRIBUTORS’ REPRESENTATIVE:
DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company
By:	/s/ Edward M. Kobel
Name:	Edward M. Kobel
Title:	Manager

CONTRIBUTORS:
DK ESPLANADE, LLC, a Florida limited liability company
By:	DeBartolo Development, LLC
Its:	Manager
	By:	/s/ Edward M. Kobel
	Name:	Edward M. Kobel
	Title:	Manager

DK ESPLANADE II, LLC, a Florida limited liability company
By:	DeBartolo Development, LLC
Its:	Manager
	By:	/s/ Edward M. Kobel
	Name:	Edward M. Kobel
	Title:	Manager

[Signature Page of Esplanade Interest Contribution Agreement]

Exhibit A

Legal Description of the Land

Lot 5, AMERICANA UNIT ONE, according to the plat thereof, recorded in Plat Book 4, Page 100, Public Records, Orange County, Florida.

Exhibit B

Rent Roll

Exhibit C

Loan Documents

1. Multifamily Mortgage, Assignment of Rents and Security Agreement by and between Esplanade Apartments, LLC, a Florida limited liability company, as mortgagor, and PNC Bank, National Association, a national banking association, as mortgagee, dated November 21, 2011, recorded November 23, 2011, in Official Record Book 10297, Page 6137, of the Public Records of Orange County, Florida.

2. Assignment of Security Instrument from PNC Bank, National Association, a national banking association, as assignor, to Federal Home Loan Mortgage Corporation, as assignee, dated November 21, 2011, recorded November 23, 2011 in Official Records Book 10297, Page 6159, of the Public Records of Orange County, Florida.

3. UCC-1 Financing Statement listing Esplanade Apartments, LLC, as debtor, and Federal Home Loan Mortgage Corporation, as secured party, filed November 23, 2011 in Official Records Book 10297, Page 6162, of the Public Records of Orange County, Florida.

4. UCC-1 Financing Statement listing Esplanade Apartments, LLC, as debtor, and Federal Home Loan Mortgage Corporation, as secured party, filed             , 20            in the Secretary of State’s Office of the State of Florida, as File No.             .

5. Multifamily Note (CME) effective November 21, 2011, from Esplanade Apartments, LLC, a Florida limited liability company, as borrower, and PNC Bank, National Association, a national banking association, in the original principal amount of $9,150,000.00.

6. Guaranty (CME and Portfolio) effective November 21, 2011, from DeBartolo Real Estate Investments, LLC, a Florida limited liability company, as guarantor, for the benefit of PNC Bank, National Association, a national banking association.

7. Operations and Maintenance Agreement—Asbestos dated November 21, 2011, by and between Esplanade Apartments, LLC, a Florida limited liability company, as borrower, and PNC Bank, National Association, a national banking association, as lender.

8. Operations and Maintenance Agreement—Mold dated November 21, 2011, by and between Esplanade Apartments, LLC, a Florida limited liability company, as borrower, and PNC Bank, National Association, a national banking association, as lender.

9. Assignment of Management Agreement and Subordination of Management Fees (CME) dated November 21, 2011, among Esplanade Apartments, LLC, a Florida limited liability company, as borrower, PNC Bank, National Association, a national banking association, as lender, and GREP Southeast, LLC, a Delaware limited liability company, as property manager.

10. Recycled Borrower Certification (CME) dated November 21, 2011.

11. Agreement to Amend or Comply dated November 21, 2011, by Esplanade Apartments, LLC, a Florida limited liability company.

12. Tax Authorization Form dated November 21, 2011.

13. Internal Revenue Service Form W-9.

14. Multifamily Loan and Security Agreement (CME) dated November 21, 2011, between Esplanade Apartments, LLC, a Florida limited liability company, as borrower, and PNC Bank, National Association, a national banking association, as lender.

Exhibit D

Form of Tax Protection Agreement

Exhibit E

Form of Assignment and Assumption Agreement

Exhibit F

Form of Interest Assignments

Exhibit G

Form of Loan Indemnification Agreement

Exhibit H

Release of Claims

Exhibit I

Form of Audit Inquiry Letter

Exhibit J

Form of Joinder to Registration Rights Agreement

Exhibit K

Form of Amendment to Partnership Agreement

Exhibit L

Form of Governance Agreement

Exhibit M

Form of Articles Supplement

Exhibit N

Form of Cash Investment Agreement

Exhibit O

Form of Escrow Agreement

Exhibit P

Form of Joinder to Partnership Agreement

Schedule 1

List of Other Contribution Agreements

1. Interest Contribution Agreement dated August 3, 2012 by and among DK Bay Breeze LLC, as Contributor, DeBartolo Development, LLC, as Contributor’s Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Bay Breeze Villas in Cape Coral—Ft. Myers, Florida.

2. Interest Contribution Agreement dated August 3, 2012 by and among DK Andros II, LLC, as Contributor, DeBartolo Development, LLC, as Contributor’s Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Andros Isles Apartments in Daytona Beach, Florida.

Schedule 2.2(c)

Objections List

None

Schedule 3.2(c)(ii)

List of Contributors Eligible for Tax Protection

1. DK Esplanade, LLC

2. DK Esplanade II, LLC

Schedule 6.1(b)

Capitalization and Title to Interests

Owner of Interests in Contributed Entity	Percentage Ownership in Contributed Entity
DK Esplanade, LLC		90	%
DK Esplanade II, LLC		10	%
Total:		100	%

Schedule 6.1(d)

List of Subsidiaries

None

Schedule 6.1(i)

Leased FF&E

Schedule 6.1(j)

Schedule of Non-Terminable Contracts

Schedule 6.1(l)

Litigation

Schedule 6.2

Due Diligence Material

1. Property Conditions Reports

2. Certificates of Occupancy

3. Site Plans and Floor Plans

4. As-Built Plans and Specifications

5. Property Photographs

6. Preliminary Title Report, Title Policies, and Underlying Title Documents

7. Existing Surveys

8. Zoning Compliance Reports and Zoning Compliance Letters

9. Rent Roll

10. Income and Expense Statements, Year End Financial and monthly Operating Statements for 2009 – 2011 and 2012 Year to Date

11. 2012 Operating Budget

12. Report of Past 3 Years’ Capital Improvements

13. Capital Budget for Forward 3 Years

14. Aged Delinquency Report

15. Lease Expiration Report

16. Security Deposit and Pet Deposit Reports

17. General Ledger Report

18. Service, Maintenance, Repair, Leasing, Pest Control, Supply and Management Contracts, and Equipment Leases

19. Utility Bills (past 2 years)

20. Utility Permits and Deposits

21. Property Tax Bills and All Assessments (past 3 years)

22. All Environmental Reports and any other environmental related inspections or mitigation reports

23. All Engineering/Physical Condition/Soils Reports

24. Termite Report and Termite Bond

25. Copies of pending insurance claims

26. Personal Property and Inventory List

27. ADA Report

28. All Warranties and Guarantees

29. Standard Lease Form

30. Resident Demographic Report

31. Permits, Licenses, and Governmental Approvals

32. Insurance Certificate and a statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of the Property or the Property Owner

33. All contracts for repair or capital replacement covering work performed at the Real Property during the immediately preceding three (3) years if the contract price was in excess of $10,000

34. Seismic Report (if any)

35. Flood Insurance (if any)

36. Litigation or Condemnation Proceedings (if any)

37. Tenant Leases (to be available at the property)

Schedule 8.8

Required Capital Improvements

EX-10.22

Exhibit 10.22

INTEREST CONTRIBUTION AGREEMENT

by and among

DK GATEWAY ANDROS II, LLC,

a Florida limited liability company

the Contributor,

DEBARTOLO DEVELOPMENT, LLC,

a Delaware limited liability company,

as the Contributor’s Representative,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.,

a Virginia limited partnership,

as the Partnership

and

APARTMENT TRUST OF AMERICA, INC.,

a Maryland corporation

August 3, 2012

Andros Isle Apartments

Daytona Beach, Florida

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS.		1
SECTION 2.	CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.		13
2.1	Contribution and Sale		13
2.2	Title Matters		13
2.3	Condemnation		14
2.4	Casualty		14
2.5	Excluded Liabilities and Excluded Assets		15
SECTION 3.	CLOSING; CONTRIBUTION PRICE.		16
3.1	Earnest Money Deposit; Closing		16
3.2	Agreed Contribution Value		17
3.3	Contributor’s Closing Documents		20
3.4	Partnership’s Closing Documents		21
SECTION 4.	CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.		22
4.1	Representations and Warranties True		22
4.2	Lender Approval		22
4.3	Achievement of the Lease-Up Threshold		23
4.4	Contributor’s Performance		23
4.5	Title Policies		23
4.6	Permits; Consents		23
4.7	No Bankruptcy or Court Order		23
4.8	No Material Adverse Change		24
4.9	Closing Deliveries		24
SECTION 5.	CONDITIONS TO CONTRIBUTOR’S OBLIGATION TO CLOSE.		24
5.1	Representations and Warranties True		24
5.2	Lender Approval		24
5.3	Partnership’s Performance		24
5.4	No Bankruptcy or Court Order		24
5.5	Closing Deliveries		24
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS.		25
6.1	Representation and Warranties of Contributor		25

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6.2	Due Diligence Materials	35
6.3	Access	35
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.	36
7.1	Organization and Authorization	36
7.2	No Consents	36
7.3	No Conflicting Agreements	36
7.4	Litigation	37
7.5	Authorization of Issuance of Securities	37
7.6	No Registration of Securities	37
7.7	Integration	37
SECTION 8.	INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.	38
8.1	Compliance with Laws and Permitted Encumbrances	38
8.2	General Operation	38
8.3	Existing Management Agreement; Maintenance; Contracts	38
8.4	New Leases; Vacant Units	39
8.5	Audits of the Property and Operations	39
8.6	Financial Information	39
8.7	Extraordinary Actions	39
8.8	Capital Improvements	39
8.9	Delivery and Use of Annual Financial Statements	40
8.10	Exclusivity	40
8.11	Tax Change Notices; Other Events	40
8.12	Commercially Reasonable Efforts	40
8.13	Admission to Partnership	41
SECTION 9.	APPORTIONMENTS; CLOSING COSTS.	41
9.1	Apportionments	41
9.2	Closing Costs.	44
SECTION 10.	TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.	44
10.1	Termination	44
10.2	Effect of Termination	44
10.3	Partnership’s Remedies for Pre-Closing Default	44
10.4	Contributor’s Remedy for Pre-Closing Default	46
10.5	Limitations on Liability	46
SECTION 11.	INDEMNIFICATION.	47
11.1	Contributor’s Indemnity	47
11.2	Partnership’s Indemnity	48
11.3	Indemnification Procedure	48

ii

11.4	Survival	48
SECTION 12.	TAX MATTERS.	49
12.1	Tax Matters	49
12.2	Allocation of Taxes	49
12.3	Cooperation	50
12.4	Tax Returns	50
12.5	Claims; Tax Proceedings	51
12.6	Certain Tax Elections	51
12.7	Other Treatment	51
12.8	Other Provisions	52
12.9	Survival	52
SECTION 13.	MISCELLANEOUS.	52
13.1	Drafts not an Offer to Enter into a Legally Binding Contract	52
13.2	Brokerage Commissions	52
13.3	Publicity	52
13.4	Notices	53
13.5	Waivers, Etc	54
13.6	Assignment; Successors and Assigns	55
13.7	Severability	55
13.8	Counterparts, Entire Agreement, Amendments	55
13.9	Governing Law; Jurisdiction; Waiver of Jury Trial	55
13.10	Performance on Business Days	56
13.11	Attorneys’ Fees	56
13.12	Relationship	56
13.13	Section and Other Headings	56
13.14	Further Assurances	57
13.15	Force Majeure	57
13.16	Time of Essence	57
13.17	Contributor’s Representative	57
13.18	All or Nothing Transaction	58
13.19	Survival	58
13.20	ATA’s SEC Filings	58
13.21	Legends	59
13.22	Escrow Agent	60
SECTION 14.	GUARANTY BY ELRH OF CASH PAYMENT.	61
14.1	Guaranty	61
14.2	Nature of Guaranty	61
14.3	Consideration	61
14.4	Termination of this Guaranty	62

iii

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Legal Description of the Land
Exhibit B	Rent Roll
Exhibit C	Loan Documents
Exhibit D	Form of Tax Protection Agreement
Exhibit E	Form of Assignment and Assumption Agreement
Exhibit F	Form of Interest Assignments
Exhibit G	Form of Loan Indemnification Agreement
Exhibit H	Release of Claims
Exhibit I	Form of Audit Inquiry Letter
Exhibit J	Form of Joinder to Registration Rights Agreement
Exhibit K	Form of Joinder to Partnership Agreement
Schedule 1	List of Other Contribution Agreements
Schedule 2.2(c)	Objections List
Schedule 3.2(c)(ii)	List of Contributors Eligible for Tax Protection
Schedule 6.1(b)	Capitalization and Title to Interests
Schedule 6.1(d)	List of Subsidiaries
Schedule 6.1(i)	Leased FF&E
Schedule 6.1(j)	Schedule of Non-Terminable Contracts
Schedule 6.1(l)	Litigation
Schedule 6.2	List of Due Diligence Materials
Schedule 8.8	Required Capital Improvements

iv

INTEREST CONTRIBUTION AGREEMENT

THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of August 3, 2012 (the “Effective Date”), by and among (i) DK GATEWAY ANDROS II, LLC, a Florida limited liability company (the “Contributor”), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributor’s Representative”), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).

W I T N E S S E T H :

WHEREAS, the Contributor owns directly, beneficially and of record, one hundred percent (100%) of the membership interest in DK GATEWAY ANDROS, LLC, a Florida limited liability company (referred to herein as the “Contributed Entity” or the “Property Owner”); and

WHEREAS, all of the outstanding membership interests in the Contributed Entity are collectively referred to herein as the “Interests”; and

WHEREAS, the Property Owner is the owner of the real property located in Daytona Beach, Florida, and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, commonly known as “Andros Isles Apartments”; and

WHEREAS, ATA is the general partner of the Partnership, and ATA holds its assets and conducts its operations through the Partnership; and

WHEREAS, the Contributor wishes to contribute the Interests in the Contributed Entity to the Partnership, and the Partnership wishes to acquire (either directly or through an Affiliate to which the Partnership may assign its rights hereunder) the Interests in the Contributed Entity and thereby acquire all of the Contributed Entity’s right, title and interest in and to the Property Owner upon the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Contributor and the Partnership hereby agree as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used in this Agreement and not defined elsewhere herein shall have the meanings set forth below, in the Section of this Agreement referred to below, or in such other document or agreement referred to below (such definitions to be equally applicable to both the singular and plural forms of the terms defined). When a reference is made in this Agreement to Sections, subsections, Schedules or Exhibits, such reference is to a Section, subsection, Schedule or Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein are deemed in each case to be followed by the words “without limitation.” The word “herein” and similar references mean, except where a specific Section

1

reference is expressly indicated, the entire Agreement rather than any specific Section. The word “or” has, except as otherwise indicated, the inclusive meaning represented by the phrase “and/or.”

“Accredited Investors” shall have the meaning set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

“Achievement of the Lease-Up Threshold” shall mean that ninety percent (90%) or more of the apartment units located in the Improvements shall be leased to third-party tenants who are not the Contributor, the Contributor’s Representative or its Affiliates, pursuant to leases that conform to the requirements of Section 8.4 of this Agreement.

“Act of Bankruptcy” shall mean: (i) if a party hereto or any general partner, manager or any Person with a Controlling Interest thereof shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or all of or a substantial part of its property; (b) admit in writing its inability to pay its debts as they become due; (c) make a general assignment for the benefit of its creditors; (d) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); (e) be adjudicated a bankrupt or insolvent; (f) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; (g) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect); or (h) take any corporate or partnership action for the purpose of effecting any of the foregoing; or (ii) if a proceeding or case shall be commenced, without the application or consent of a party hereto or any general partner thereof in any court of competent jurisdiction seeking (1) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts, of such party or general partner; (2) the appointment of a receiver, custodian, trustee or liquidator for such party or general partner or all or any substantial part of its assets; or (3) other similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed; or (iii) an order (including an order for relief entered in an involuntary case under the Federal Bankruptcy Code, as now or hereinafter in effect), judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) consecutive days.

“Additional Exception” shall have the meaning given such term in Section 2.2(d).

“Adverse Consequences” shall mean all liabilities, demands, claims, actions, causes of action, costs, expenses, damages (including incidental, special, but excluding consequential and punitive damages and lost profits), Taxes, losses, penalties, fines, judgments or amounts paid in settlement, including reasonable attorneys’ and accountants’ fees, including, without limitation, all Adverse Consequences incurred by the Contributed Entity. The term Adverse Consequences expressly includes any consequences arising from the Partnership’s sending, or failure to send, any filings relating to Transfer Taxes due, or otherwise, in connection with the transactions contemplated by this Agreement, including any interest, penalties or reassessment of the value of the Property for purposes of ad valorem taxes, and the Partnership’s failure to pay any Transfer Taxes due in connection with the transactions contemplated by this Agreement.

2

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, under common control with, or having a Controlling Interest in that Person and any officer, director or controlling person of that Person. For purposes of this Agreement, the Contributor and the Contributed Entity are Affiliates of each other.

“Agreed Contribution Value” shall mean the aggregate amount of Forty Five Million and No/100 Dollars ($45,000,000.00), subject to the adjustments, credits and prorations as provided herein, payable in accordance with the provisions of Section 3.2.

“Agreement” shall mean this Interest Contribution Agreement, together with all Exhibits and Schedules attached hereto, as it and they may be amended from time to time as herein provided.

“Annual Financial Statements” shall mean the audited financial statements of the Contributed Entity, on a consolidated basis to the extent applicable, as of and for the fiscal years ended December 31, 2009, 2010 and 2011.

“As-Built Drawings” shall mean, with respect to the Real Property, the final “as-built” plans and specifications for the Improvements, which are to be furnished by the Contributor to the Partnership pursuant to Section 3.3(k).

“Assignment and Assumption Agreement” shall have the meaning given such term in Section 2.5.

“ATA” shall have the meaning given such term in the first paragraph of this Agreement.

“ATA Common Stock” means the common stock, $0.01 par value per share, of ATA.

“Audit Inquiry Letter” shall have the meaning given such term in Section 13.20.

“Audited Year” shall have the meaning given such term in Section 13.20.

“Business Day(s)” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in the State of New York are authorized by law or executive action to close.

“Cash Payment Obligation” shall have the meaning given such term in Section 14.1.

“Casualty Notice” shall have the meaning given such term in Section 2.4(a)

“Charter” means the Articles of Amendment and Restatement of ATA, as amended or supplemented from time to time, including by the amendments contemplated by the Master Contribution Agreement.

“Claims” shall have the meaning given such term in Section 11.3.

“Closing” shall have the meaning set forth in Section 3.1.

“Closing Contingencies” shall have the meaning given such term in Section 4.

3

“Closing Date” shall have the meaning set forth in Section 3.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder from time to time.

“Condemnation Notice” shall have the meaning given such term in Section 2.3.

“Contracts” shall mean any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Contributed Entity or the Property, including but not limited to: (a) equipment leases and laundry leases relating to the Property and to which the Property Owner is a party, (b) the Existing Management Agreement, and (c) any service or other contracts relating to the Property and to which the Property Owner is a party which are disclosed in writing to the Partnership on or before the Closing, which are acceptable to Partnership in the Partnership’s reasonable discretion; provided, however, any equipment leases, service or other contracts that the Partnership does not wish to assume and which are cancellable without penalty on not more than sixty (60) days’ notice shall be caused to be terminated by the Contributor simultaneous with the Closing.

“Contributed Entity” shall have the meaning given such term in the Recitals.

“Contributor” shall have the meaning given such term in the first paragraph of this Agreement.

“Contributor’s Representative” shall have the meaning given to such term in the first paragraph of this Agreement.

“Controlling Interest” shall mean: (a) as to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation (through ownership of such shares or by contract), and (b) as to a Person not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

“Court Order” shall mean any judgment, order, award or decree of any United States federal, state or local, or any supra-national or non-United States, court or tribunal and any award in any arbitration Proceeding.

“Delinquent Amounts” shall have the meaning given such term in Section 9.1(b).

“Due Diligence Materials” shall have the meaning given such term in Section 6.2.

“Earnest Money Deposit” shall have the meaning set forth in Section 3.1(a).

“Earn Out Amount” shall have the meaning given such term in Section 3.2.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“ELRH” shall mean Elco Landmark Residential Holdings, LLC, a Delaware limited liability company.

4

“Escrow Agent” shall have the meaning set forth in Section 3.1(a).

“Excluded Assets” shall mean the real property or personal property (if any) owned by the Contributor, the Contributed Entity or their Subsidiaries as of the Closing Date which do not constitute, or are not located on, used or held in connection with, earned or derived from, the Property.

“Excluded Liabilities” shall have the meaning given such term in Section 2.5.

“Existing Management Agreement” shall mean that certain property management agreement heretofore in effect by and between the Property Owner and the Existing Manager.

“Existing Manager” shall mean GREP Southeast, LLC, a Delaware limited liability company.

“FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by the Property Owner and located in or at, or used in connection with the ownership, operation or maintenance of, the Property, but excluding the Excluded Assets. FF&E shall include, but not limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Real Property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (b) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description used or useful in the operating and maintenance of the Property, and located on or in the Real Property, and all modifications, replacements, alterations and additions to such personal property; (c) supply items customarily included within “Property and Equipment” under GAAP, and (d) supplies and all other tangible personal property used in connection with the operation, ownership, or maintenance of the Real Property (as such terms are customarily used and defined in the most broad and inclusive sense).

“Financial Statements” shall mean the Interim Financial Statements and the Annual Financial Statements collectively.

“FIRPTA Affidavits” shall have the meaning given such term in Section 3.3(q).

“Force Majeure” shall have the meaning given such term in Section 13.15.

“GAAP” shall mean Generally Accepted Accounting Principles as adopted by the American Institute of Certified Public Accountants, consistently applied.

“Governance Agreement” shall have the meaning given such term in the Master Contribution Agreement.

5

“Governmental Authority” shall mean any federal, state, county or municipal government, or political subdivision thereof, any governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

“Guaranty” shall have the meaning given such term in Section 14.2.

“Hazardous Materials” shall mean materials, wastes or substances (including, without limitation, any pollutants or contaminants such as asbestos and raw materials which include hazardous components), hazardous mold or other similar substances or materials, that are (i) included within the definition of any one or more of the terms “hazardous substances,” “hazardous materials,” “toxic substances,” “toxic pollutants” and “hazardous waste” in the Hazardous Materials Laws, (ii) regulated, or classified as hazardous or toxic, under federal, state or local environmental laws or regulations, (iii) petroleum or petroleum by-products, including gasoline and diesel, (iv) asbestos or asbestos-containing materials, (v) polychlorinated biphenyls, (vi) flammable explosives, and (vii) radioactive materials.

“Hazardous Materials Laws” shall mean shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq., the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder.

“Improvements” shall mean all buildings, fixtures, walls, fences, landscaping and other structures and improvements situated on, affixed or appurtenant to the Land, including, but not limited to, all pavement, access ways, curb cuts, parking, kitchen and support facilities, meeting rooms, swimming pool facilities, recreational amenities, office facilities, drainage system and facilities, air ventilation and filtering systems and facilities and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone, cable television and natural gas, if applicable, to the extent the same form a part of the Property and all appurtenances thereto.

“Indebtedness” shall mean, at a particular time, without duplication, to the extent required to be reflected as a liability on a balance sheet prepared in accordance with GAAP, (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the Ordinary Course

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which are not more than ninety (90) days past due), (iv) any obligations under capitalized leases with respect to which a Person is liable as obligor, (v) any indebtedness secured by a Lien on a Person’s assets, (vi) any distributions payable or loans/advances payable to any related parties or partners as of the Closing, (vii) any non-compete payments, earn-out obligations and other obligations to former owners of businesses, and (viii) any other liabilities recorded in accordance with GAAP on a balance sheet as of the Closing, which are not due within one (1) year of the Closing, including any unfunded employee or retiree obligations and any environmental liabilities, (ix) all guaranties in connection with the foregoing, and (x) any accrued interest, penalties, fees and expenses on any of the foregoing.

“Indemnified Party” shall have the meaning given such term in Section 11.3.

“Indemnifying Party” shall have the meaning given such term in Section 11.3.

“Intangible Property” shall mean all (a) Permits, contract rights, and warranties, and (b) certificates, licenses, warranties, guarantees, Contracts, patents, trademarks, copyrights and other intellectual property related to the Property held by the Property Owner and/or its Affiliates, including without limitation, their respective trades or businesses the names, and the exclusive right to use the name “Esplanade Apartments” and any abbreviations or variations thereof.

“Interest Assignments” shall have the meaning given such term in Section 3.3(a).

“Interests” shall have the meaning given such term in the recitals.

“Interim Financial Statements” shall mean the unaudited financial statements of the Contributed Entity as of and for the three-month period ended March 31, 2012.

“Investor Package” shall mean the information, private placement memoranda, investor questionnaires, subscription documents and other documents and information as may be necessary or advisable in form and substance mutually acceptable to the Parties in order for the Contributor to make its decisions to accept the OP Units.

“IPO” shall mean the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of ATA’s Common Stock registered under the Securities Act of 1933, as amended, that occurs after the date hereof and in conjunction with which shares of ATA Common Stock are listed for trading on the New York Stock Exchange.

“IRS” shall mean the Internal Revenue Service.

“Land” shall have the meaning given such term in the recitals.

“Latest Balance Sheet” shall have the meaning given such term in Section 6.1(e).

“Law” shall mean any presently existing or future federal, state, regional or local law, constitution, rule, statute, ordinance, regulation, decision, ruling, permit, certificate, requirement or order of any Governmental Authority.

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“Leases” shall mean collectively all leases, rental agreements, license agreements and occupancy agreements pursuant to which a Tenant has a possessory right or license with respect to any portion of the Real Property and which are in effect as of the Effective Date and are shown on the Rent Roll attached hereto as Exhibit B, together with any amendments, modifications or supplements made thereto and any new Leases entered into by the Property Owner from time to time after the Effective Date and before the Closing that conform to the requirements of Section 8.4 and are shown on the Rent Roll to be delivered at Closing.

“Lender” shall mean the current holder of the Loan.

“Lender Approval” have the meaning given such term in Section 4.2.

“Lender Approval Documents” have the meaning given such term in Section 4.2.

“Lien” shall mean any lien, charge, covenant, adverse claim, demand, encumbrance, security interest, commitment, pledge or any other title defect or restriction of any kind.

“Loan” shall mean the loan evidenced by the Loan Documents relating to the Contributed Entity, the Property Owner and the Property.

“Loan Assumption Costs” shall mean any and all fees, costs and expenses, including, without limitation, any loan assumption, transfer or consent fees, review fees, Lender’s attorneys’ fees and other costs, expenses and fees provided for in the Loan Documents in connection with the assumption of, or any consent from the lender to the transaction contemplated by this Agreement which are required under, the Loan Documents at the Closing.

“Loan Documents” shall mean the loan documents described in Exhibit C attached hereto and by this reference made a part hereof with respect to the Contributed Entity and/or Property.

“Master Contribution Agreement” means the Master Contribution and Recapitalization Agreement of contemporaneous date herewith among the Partnership, ATA, Elco Landmark Residential Holdings LLC, a Delaware limited liability company, and Elco Landmark Residential Management LLC, a Delaware limited liability company, together with all Schedules and Exhibits attached thereto, as it and they may be amended from time to time as provided therein.

“Material Adverse Change” shall mean any event, change or development that is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, prospects, operations, operating results or earnings of any Contributor, the Contributed Entity, or Property.

“Net Agreed Contribution Value” shall have the meaning given such term in Section 3.2(c).

“NOI” shall mean all cash receipts, rents and other miscellaneous income and proceeds the Property Owner receives (excluding sales, refinance, insurance or condemnation proceeds) from the Property for a particular period, less (a) all payments for actual cash expenses paid by

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the Property Owner during the same period, including marketing costs, taxes, insurance, property management fees, and payments with respect to debt service, including but not limited to payments on the Loan, and (b) any amounts required by the Lender to be placed into reserve accounts or otherwise set aside for accrued expenses (including, but not limited to, reserve accounts for property taxes and insurance, and other reserves required by the Lender in connection with the Loan).

“Non-Performing Party” shall have the meaning given such term in Section 10.5(a).

“Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Objection List” shall have the meaning given such term in Section 2.2(c).

“OP Issuance Delivery Documents” shall have the meaning given to such term in Section 3.2(c)(iii) of this Agreement.

“OP Units” shall mean units of limited partnership interests in the Partnership with the rights and preferences as set forth in the Partnership Agreement, and which will, following a 12-month holding period, become redeemable by the Contributor receiving OP Units in exchange for either (i) shares of ATA common stock on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the Cash Amount (as defined in the Partnership Agreement); provided, however, if the ATA Common Stock has not become listed or admitted to trading on any national securities exchange at the time of the redemption, the Cash Amount, notwithstanding any provision in the Partnership Agreement to the contrary, shall be $8.15 per redeemed OP Unit).

“Ordinary Course” shall mean the ordinary course of business of the Contributed Entity or the Property, consistent with past custom and practice (including as applicable, with respect to quantity and frequency).

“Organizational Documents” means each of the following, as applicable, as amended and supplemented: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the operating agreement (or limited liability company agreement) and certificate of organization or formation of a limited liability company; and (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person.

“Other Contribution Agreements” shall mean collectively the separate interest contribution agreements set forth on Schedule 1.

“Outside Closing Date” shall mean the date that is the twelve (12) month anniversary of the Effective Date, as such date may be extended by mutual agreement of the Partnership and the Contributor.

“Partnership” shall mean Apartment Trust of America Holdings, L.P., a Virginia limited partnership, and its successors and assigns. The Partnership’s name is expected to be changed to Landmark Apartment Trust Holdings, L.P.

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“Partnership Agreement” shall mean the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 27, 2005, as amended on June 3, 2010 and June 28, 2011, as the same may be amended from time to time, including by the amendments contemplated by the Master Contribution Agreement.

“Permits” shall mean all governmental permits and approvals, including licenses, registrations and authorizations, required for the ownership and operation of the Property Owner or the Property at the Real Property, including without limitation, qualifications to do business, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all other necessary approvals from Governmental Authorities and other approvals granted by any public body.

“Permitted Encumbrances” shall mean: (a) any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitments and any other exceptions to title disclosed in the Surveys which are either not objected to by the Partnership or are waived by Partnership as set forth herein; (b) liens for taxes, assessments and governmental charges with respect to the Property for the current year and not yet due and payable or due and payable but not yet delinquent (provided the same are paid by the Contributor prior to becoming delinquent); (c) applicable zoning regulations and ordinances and other governmental laws, ordinances and regulations, provided the Real Property is in compliance therewith; (d) the Leases; and (e) with respect only to the time period prior to Closing or, upon receipt of the Lender Approval, the Loan Documents evidencing and securing the Loan.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, stock company or association, joint venture, company, trust, bank, trust company, land trust, business trust, cooperative, any governmental or agency or political subdivision thereof or any other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date.

“Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit whether civil, criminal, administrative, investigative or informal brought, conducted, commenced or heard by or before any Governmental Authority or arbitrator.

“Property” shall mean, collectively, all of the Property Owner’s Real Property, personal property, intangible or other assets, including, without limitation its ownership interest in the Real Property, the FF&E, the Contracts, Leases and the Intangible Property.

“Property Owner” shall have the meaning given such term in the recitals.

“Real Property” shall mean collectively the Land and Improvements, together with all easements, rights of way, privileges, licenses and appurtenances which Property Owner now owns.

“Registration Rights Agreement” shall mean the joinder to registration rights agreement in substantially the form attached hereto as Exhibit J.

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“Rent Roll” shall mean the rent roll attached hereto as Exhibit B, any supplements and updates delivered or made available to the Partnership or its Representatives as part of the Due Diligence Materials, and as updated by Contributor’s Representative and delivered to Partnership as of the Closing Date.

“Representatives” shall mean any Person’s respective officers, directors, partners, members, trustees, shareholders, controlling persons, employees, agents, advisors, attorneys, potential lenders, Affiliates or representatives.

“Required Capital Improvements” shall have the meaning given such term in Section 8.8.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Filings” shall have the meaning given such term in Section 13.20.

“SEC Reports” shall mean all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by ATA and Partnership prior to the Effective Date.

“Settlement Statement” shall mean the settlement statement to be prepared by the Title Company and executed by the Contributor and the Partnership, in a form acceptable to all parties, reflecting the various closing costs, credits and prorations contemplated by this Agreement.

“Schedule of Non-Terminable Contracts” shall have the meaning given such term in Section 6.1(j).

“Straddle Period” shall mean any taxable period that includes, but does not end on, the Closing Date.

“Stub Period” shall have the meaning given such term in Section 13.20.

“Subsidiary” shall mean, in respect of any Person, any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person), (A) owns capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or equivalent) of such Person, (B) controls the management of which, directly or indirectly, through one or more intermediaries, (C) directly or indirectly through Subsidiaries owns more than 50% of the equity interests or (D) is a general partner.

“Survey” shall have the meaning given such term in Section 2.2(b).

“Target NOI Amount” shall have the meaning given such term in Section 3.2(d)(i).

“Tax” means any net income, capital gains, gross income, gross receipts, sales, use, transfer (but expressly excluding any Transfer Tax), ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance,

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stamp, occupation, premium, real property, personal property, unclaimed property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Authority, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under applicable tax law or properly assessed or charged by any Governmental Authority, whether disputed or not, but expressly excluding any reassessment of the Property for any post-Closing tax year due to the closing of the transactions contemplated herein, including the transfer of the Interests, or any interest or penalties incurred in connection with such change of ownership.

“Tax Claim” shall have the meaning given such term in Section 12.5.

“Tax Contest” shall have the meaning given such term in Section 12.5.

“Tax Protection Agreement” shall mean that certain Tax Protection Agreement, in the form of Exhibit D attached hereto and made a part hereof, to be executed and delivered at the Closing among ATA, the Partnership, and the Contributor if listed on Schedule 3.2(c)(ii) attached hereto.

“Tax Return” shall mean any report, return, or other information required (including any attachments or schedules required to be attached to a such report, return, or other information) required under applicable Law to be supplied (or actually supplied) to a Governmental Authority or a third party in connection with Taxes.

“Tenant(s)” shall mean the non-commercial tenant(s), licensee(s) or occupant(s) under any Leases in effect at the Real Property.

“Title Commitment” shall have the meaning given such term in Section 2.2(a).

“Title Company” shall mean Chicago Title Insurance Company, or any other title insurance company selected by the Partnership.

“Transaction Documents” shall have the meaning given such term in Section 6.1(a).

“Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the sale, transfer or conveyance of the Interests, the Contributed Entity, the Property Owner and/or the Property from the Contributor to the Partnership. Transfer Taxes shall not include, and the Contributor shall be solely responsible for, any Taxes due in respect of its income, net worth or capital, if any, and any privilege, sales and occupancy taxes, and any other Taxes, due or owing to any Governmental Authority in connection with the operation of the Contributed Entity and the Property for any period of time prior to the Closing, and the Partnership shall be solely responsible for all such Taxes for any period from and after the Closing. Further, Transfer Taxes shall not include any sales, use, recordation or other similar Taxes, impositions, expenses or fees arising prior to the Closing or related to any period prior to the Closing. Further, any income Tax arising as a result of the contribution, sale and transfer of the Interests, the Contributed Entity or Property by the Contributor to the Partnership shall be the sole responsibility of the Contributor.

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“Treasury Regulations” shall mean the permanent and temporary regulations, and all amendments, modifications and supplements thereof, from time to time promulgated by the Department of the Treasury under the Code.

SECTION 2. CONTRIBUTION AND SALE; DUE DILIGENCE; CONDEMNATION AND CASUALTY.

2.1 Contribution and Sale. The Partnership hereby agrees to acquire from the Contributor, and the Contributor hereby agree to contribute to the Partnership, the Interests, free and clear of all Liens, for the Agreed Contribution Value, subject to and in accordance with the terms and conditions of this Agreement.

2.2 Title Matters.

(a) Delivery of Title Commitments. The Partnership has obtained, at its sole cost and expense, and delivered to the Contributor, a current commitment for an ALTA extended owner’s policy from the Title Company with respect to the Real Property and/or such endorsements or updates to the existing owner’s policies as the Partnership may desire. Additionally and if required by the Lender in connection with the Lender Approval, the Partnership shall order, at its sole cost and expense, a commitment to endorse the existing mortgagee policy for the Loan from the title insurance company that issued such mortgagee policy, together with complete and legible copies of all instruments and documents referred to therein as exceptions to title (such owner’s commitment and commitment to endorse the existing mortgagee policy are sometimes referred to collectively herein as the “Title Commitments”).

(b) Survey. If required by the Lender in connection with the Lender Approval or if Partnership otherwise elects to do so, the Partnership shall order, at its sole cost and expense, a current as-built ALTA/ACSM survey with respect to the Real Property or such updates and/or recertifications to the existing survey as the Partnership may desire (the “Survey”), by a licensed surveyor in the jurisdiction in which the Real Property is located, and certified to the Partnership, the Contributed Entity, the Title Company and the Lender. The Contributor shall deliver to the Partnership and/or the surveyor such documents, affidavits, or certifications as may be requested in order to issue the Survey. Alternatively, the Contributor’s Representative agrees upon request to execute on behalf of the Contributed Entity and deliver to the Title Company an affidavit of no change with respect to any existing survey, to the extent no material changes have been made to the Improvements since the date of the most recent survey.

(c) Notice of Title and Survey Defects. Attached hereto as Schedule 2.2(c) are the Partnership’s objections to any matters shown on or contained in the Title Commitments and the Survey that are not otherwise included in subsections (b) through (e) of the definition of Permitted Encumbrances and that the Partnership objects to (the “Objection List”). All of the exceptions to coverage shown on the Title Commitments shall be deemed Permitted Encumbrances; provided, however, the Contributor agrees to use good faith efforts to cause the Title Company to remove the objections set forth on the Objections List. The provisions of this Section 2.2(c) shall survive the Closing.

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(d) Additional Exception. Except for new Leases entered into after the Effective Date in accordance with the requirements of this Agreement, the Contributor and the Contributed Entity shall be expressly prohibited from further encumbering the Property (or the Interests) from and after the Effective Date in any manner that would reasonably be expected to result in a Material Adverse Change without the Partnership’s prior written consent in the Partnership’s sole and absolute discretion (the “Additional Exception”), unless such Additional Exception shall be released of record prior to Closing.

2.3 Condemnation. If prior to the Closing, any proceedings, judicial, administrative or otherwise, are threatened or commenced, which relate to a taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located, the Contributor’s Representative shall promptly notify the Partnership in writing and in reasonable detail of the same (the “Condemnation Notice”). The Partnership may elect within fifteen (15) Business Days of its receipt of the Condemnation Notice, and the Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (i) to terminate this Agreement by notifying the Contributor in writing whereupon the Earnest Money Deposit shall be returned to the Partnership, and thereafter Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (ii) to consummate the transactions contemplated hereby, notwithstanding such condemnation, without any abatement or reduction in the Agreed Contribution Value on account thereof except as herein provided, but at the Closing the applicable Contributor or other Person shall assign to the Partnership all related condemnation proceeds payable (but not yet paid as of the Closing) and to the extent that the applicable Contributor or other Person has received any condemnation proceeds prior to the Closing, the Agreed Contribution Value shall be abated by an amount equal to the award paid to the Contributor or such other Person on account of such taking, less the amount of the Contributor’s or such other Person’s costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such award. In addition, if the Partnership elects to proceed in accordance with clause (ii) above, the Partnership shall have the right to appear and defend at such condemnation proceedings. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (i) above.

2.4 Casualty.

(a) If prior to the Closing, the Property is damaged or destroyed by fire or other casualty, the Contributor’s Representative shall promptly, but in any event within five (5) Business Days and prior to the Closing, notify the Partnership of the same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing.

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(b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributor in writing whereupon the Earnest Money Deposit shall be returned to the Partnership, and thereafter the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (x) above.

(c) The risk of loss to the Property shall pass to the Partnership upon the Closing.

(d) In the event of a disagreement between the Contributor’s Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant to the applicable Person’s casualty insurance policy covering the Property shall be binding.

2.5 Excluded Liabilities and Excluded Assets. At the Closing, the Contributor (or its duly authorized attorneys-in-fact), the Contributed Entity and the Partnership shall execute and deliver an assignment and assumption agreement in the form and substance of Exhibit E attached hereto, and by this reference made a part hereof (the “Assignment and Assumption Agreement”), pursuant to which the Contributor, shall assume the Excluded Liabilities and retain, or acquire from the Contributed Entity, the Property Owner and their Subsidiaries, all Excluded Assets pursuant to the terms and conditions of this Agreement, and the Partnership and the Property Owner shall not retain or be obligated to pay, perform or otherwise discharge after the Closing any of the Excluded Liabilities and shall have no rights with respect to the Excluded Assets; provided, however, the existence of the Assignment and Assumption Agreement shall in no way diminish or otherwise alter the indemnity rights and/or obligations of the parties set forth in this Agreement. For purposes of this Agreement, “Excluded Liabilities” shall mean the following liabilities, whether direct or indirect, known or unknown, absolute or contingent:

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(a) any liabilities of the Contributor, the Contributed Entity, the Subsidiaries and their respective Affiliates other than the Property Owner;

(b) other than the Loan, (i) any liabilities or obligations arising from any act, conduct or omission of the Contributor, the Contributed Entity, the Subsidiaries or the Property Owner or any of their Representatives that has accrued, arisen, occurred or come into existence at any time prior to the Closing Date, and (ii) any liabilities or obligations related to the ownership, use or operation of the Property prior to the Closing Date;

(c) any liabilities or obligations in respect of Taxes for which the Contributor is liable pursuant to Section 12;

(d) any payables and other liabilities or obligations of the Contributor, the Contributed Entity, the Subsidiaries and the Property Owner (other than the Loan), whether or not owed to any of their respective Affiliates, which are not in the Ordinary Course;

(e) to the extent accrued, arising, occurring or coming into existence at any time prior to and including the Closing Date (including any arising as a result of such closing), any liability or obligation related to or arising from any employees or employee-related matters, including but not limited to, any benefit plan, compensation, retirement, severance or any other employee benefits plan or program whatsoever and any liabilities or obligations related to COBRA or the WARN Act;

(f) any liability or obligation related to or arising from any of the Excluded Assets; or

(g) any liability or obligation related to or arising from any matters disclosed or that should have been disclosed on Schedule 6.1(l) (Litigation).

SECTION 3. CLOSING; CONTRIBUTION PRICE.

3.1 Earnest Money Deposit; Closing.

(a) Within three (3) Business Days after the Effective Date, the Partnership shall deliver to the Partnership’s and ATA’s counsel, Hunton & Williams LLP (the “Escrow Agent”), whose address is 951 East Byrd Street, Richmond, Virginia 23219, Attention: Daniel LeBey, the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in the form of a federal funds wire transfer to the Escrow Agent’s non-interest bearing trust account (the “Earnest Money Deposit”). The Earnest Money Deposit shall be held by Escrow Agent pursuant to this Agreement. The Earnest Money Deposit shall be non-refundable except in the event of failure to close this transaction by reason of a default by the Contributors, the failure of the Closing Contingencies to occur, or if the Partnership is expressly otherwise entitled to the return of the Earnest Money Deposit pursuant to the terms of this Agreement. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, the Earnest Money Deposit shall be delivered by the Escrow Agent to the Contributor as payment toward the cash portion of the Agreed Contribution Value in accordance with Section 3.2(b) hereof.

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(b) The Closing shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location (the “Closing”) on the date that is on or before the date that is three (3) Business Days after the satisfaction (or waiver if permitted) of the Closing Contingencies and conditions set forth in Sections 4 and 5 of this Agreement, but in all events on or before the Outside Closing Date (the “Closing Date”).

3.2 Agreed Contribution Value. At the Closing, the Partnership shall pay the Agreed Contribution Value as set forth in subsections (a), (b) and (c) below:

(a) Loan. Subject to the terms and conditions of this Agreement, including obtaining the Lender Approval, the Loan shall remain in full force and effect after Closing and the outstanding balance thereof on the Closing Date shall be credited against the Agreed Contribution Value.

(b) Cash. The Escrow Agent shall deliver the Earnest Money Deposit to the Contributor and the Partnership shall distribute to the Contributor cash in the amount of $5,900,000.00 by wire transfer to such account as may be directed by the Contributor.

(c) OP Units. The Agreed Contribution Value, less the $6,000,000.00 cash portion described above and the outstanding balance of the Loan and plus or minus the adjustments and prorations required by this Agreement as of the Closing, as shown on the Settlement Statement (the “Net Agreed Contribution Value”), shall be distributed to the Contributor in the following form(s) and on the following terms:

(i) The Contributor at the Closing will receive the number of OP Units equal to (A) the Net Agreed Contribution Value divided by $8.15, and (B) rounding up so that each such Contributor shall receive a whole number of OP Units.

(ii) Recipients of OP Units, once issued and delivered to them pursuant to Section 3.2(c)(i) above, will be granted registration rights with respect to the shares of ATA Common Stock issuable upon any redemption of the OP Units pursuant to the Registration Rights Agreement, which will be executed and delivered to the parties thereto at the Closing. Additionally, if the Contributor is listed on Schedule 3.2(c)(ii) attached hereto, the Contributor will be entitled to the benefits of a Tax Protection Agreement, which will be executed and delivered by the Contributor and the Partnership at the Closing.

(iii) At or prior to the Closing, the Contributor shall execute and deliver to the Partnership all of the following (collectively, the “OP Issuance Delivery Documents”): (A) a joinder or counterpart signature page to the Partnership Agreement in the form attached hereto as Exhibit K, (B) if such Contributor is one of the contributors listed on Schedule 3.2(c)(ii) attached hereto who will be entitled to the benefit of a Tax Protection Agreement, a counterpart signature page to the applicable Tax Protection Agreement executed by such Contributor in the form attached hereto as Exhibit D, (C) an IRS Form W-9, and (D) any other information or documents that may be required by the Partnership Agreement.

(d) Earn Out Payments. In addition to the Agreed Contribution Value, after the Closing, the Partnership agrees to distribute to the Contributor additional consideration for the contribution of the Interests in an amount not to exceed of $4,000,000.00 (the “Earn Out Amount”), upon the following terms and conditions:

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(i) In the event the NOI for the Property for the twelve (12) month period ending on the applicable anniversary of the Closing Date set forth on the table below equals the target NOI amount set forth on the table below that corresponds to that anniversary (each, a “Target NOI Amount”), then the Contributor shall be deemed to have earned the portion of the Earn Out Amount set forth below that corresponds to that Target NOI Amount:

Anniversary of the Closing	Target NOI Amount	Earn Out Amount Earned
First Anniversary	$2,867,934.00	$1,000,000.00
Second Anniversary	$3,198,927.00	$1,000,000.00
Third Anniversary	$3,334,062.00	$1,000,000.00
Fourth Anniversary	$3,434,084.00	$1,000,000.00

(ii) In the event the NOI for the Property for the twelve (12) month period ending on any of the anniversary dates of the Closing Date set forth on the table above equals a Target NOI Amount for a later anniversary date, then the Contributor shall be deemed to have earned the $1,000,000.00 portion of the Earn Out Amount that corresponds to that later anniversary date, plus any unpaid portion of the Earn Out Amount corresponding to previous anniversary dates. By way of illustration only, if on the first anniversary of the Closing Date the NOI for the Property equals $3,198,927, then the Contributor will have earned $2,000,000.00 of the Earn Out Amount.

(iii) In the event the NOI for the Property for the twelve (12) month period ending on a particular anniversary of the Closing Date exceeds the Target NOI Amount that corresponds to that particular anniversary date set forth on the table above, but is less than the Target NOI Amount for a subsequent anniversary date, then the Contributor shall be deemed to have earned (1) the previously unpaid portion of the $1,000,000.00 of the Earn Out Amount that corresponds to that particular anniversary date, plus (2) any previously unpaid portion of any prior anniversary date’s $1,000,000.00 of the Earn Out Amount, plus (3) a proportionate amount of the $1,000,000.00 that corresponds to the Target NOI Amount for that subsequent anniversary date. Such proportionate amount shall equal the product of $1,000,000.00 multiplied by a fraction (and the resulting percentage rounded to the nearest whole number), the numerator of which is (a) the difference between the actual NOI for that particular anniversary date and the Target NOI Amount for that subsequent anniversary date, and the denominator of which is (b) the difference between the Target NOI Amount for that particular anniversary date and the Target NOI Amount for that subsequent anniversary date. By way of illustration only, if on the first anniversary of the Closing Date the NOI for the Property equals $3,000,000.00, then the Contributor will have earned $1,000,000.00 of the Earn Out Amount for the first anniversary, plus $600,000.00 of the $1,000,000.00 of the Earn Out Amount for the second anniversary (i.e. (($3,198,927.00—$3,000,000.00) divided by ($3,198,927.00—$2,867,934.00) and the resulting percentage rounded to the nearest whole number) multiplied by $1,000,000.00).

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(iv) In the event the NOI for the Property for the twelve (12) month period ending on a particular anniversary of the Closing Date is less than the Target NOI Amount that corresponds to that particular anniversary date, then the Contributor shall be deemed to have earned a proportionate amount of the $1,000,000.00 Earn Out Amount for that particular anniversary date. Such proportionate amount, if it is the first anniversary date, shall equal the product of $1,000,000.00 multiplied by a fraction, the numerator of which is the actual NOI for that the first 12-month period and the denominator of which is $2,867,934.00 (i.e. the Target NOI Amount for the first anniversary). If the shortfall relates to an anniversary date other than the first anniversary date, then such proportionate amount shall equal the product of $1,000,000.00 multiplied by a fraction (and the resulting percentage rounded to the nearest whole number), the numerator of which is (1) the difference between the actual NOI for that particular anniversary date and the Target NOI Amount for that particular anniversary date, and the denominator of which is (2) the difference between the Target NOI Amount for the previous year’s anniversary date and the Target NOI Amount for that particular anniversary date. By way of illustration only, if on the first anniversary of the Closing Date the NOI for the Property equals $2,000,000.00, then the Contributor will have earned $700,000.00 of the $1,000,000.00 of the Earn Out Amount for the first anniversary (i.e. ($2,000,000.00 divided by $2,867,934.00 and the resulting percentage rounded to the nearest whole number) multiplied by $1,000,000.00). If on the second anniversary of the Closing Date the NOI for the Property equals $3,000,000.00, and the Contributor had been paid the first $1,000,000 (and no more) of the Earn Out Amount on the first 12-month period, then the Contributor will have earned $600,000.00 of the $1,000,000.00 of the Earn Out Amount for the second anniversary (i.e. (($3,198,927.00—$3,000,000.00) divided by ($3,198,927.00—$2,867,934.00) and the resulting percentage rounded to the nearest whole number) multiplied by $1,000,000.00).

(v) The portions of the Earn Out Amount which the Contributor earns on the first and second anniversaries of the Closing Date pursuant to this Subsection 3.2(d) shall be payable, at the Contributor’s option, either by ATA delivering to the Contributor ATA Common Stock or by the Partnership issuing to the Contributor the number of OP Units equal to (A) amount which the Contributor is deemed to have earned pursuant to this Subsection 3.2(d)(i) divided by $8.15 before the IPO or the current market value of ATA Common Stock after the IPO, and (B) rounding up so that the Contributor shall receive a whole number of OP Units or ATA Common Stock, as applicable. Such OP Units or ATA Common Stock shall be delivered to the Contributor within thirty (30) days after the NOI amounts for the applicable 12-month period following the end of the first or second anniversary, as applicable, become available. The portions of the Earn Out Amount which the Contributor earns on the third and fourth anniversaries of the Closing Date pursuant to this Subsection 3.2(d) shall be paid by the Partnership distributing cash to the Contributor by wire transfer to such account as may be directed by Contributor within thirty (30) days after the NOI amounts for the applicable 12-month period following the end of the third or fourth anniversary, as applicable, become available. If the NOI is less than $3,434,084.00 on the fourth anniversary of the Closing Date for the previous 12-month period, then the Contributor shall receive the proportionate amount of the Earn Out Amount calculated as provided above and thereafter all obligations of the Partnership or ATA to pay to the Contributor any unpaid portions of the Earn Out Amount shall terminate.

(e) Survival. The provisions of this Section 3.2 shall survive the Closing.

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3.3 Contributor’s Closing Documents. On the Closing Date, the Contributor will duly execute and deliver to the Partnership each of the following agreements, instruments and other documents:

(a) Such assignments as shall be sufficient to vest in the Partnership good and marketable title to the Interests, free and clear of all Liens, the form of which is set forth on Exhibit F, attached hereto and by this reference made a part hereof (the “Interest Assignments”);

(b) The OP Issuance Delivery Documents of the Contributor;

(c) If the guarantors under the Loan have not been replaced as part of the Lender Approval Documents, a Loan Indemnification Agreement in the form of Exhibit G (the “Loan Indemnification Agreement”);

(d) The Registration Rights Agreement;

(e) A Tax Protection Agreement;

(f) The Assignment and Assumption Agreement;

(g) A release of any and all claims which any Contributor may have against the Contributed Entity and its successors on account of or arising out of any matter, cause or event occurring at or prior to the Closing, including any rights to indemnification or reimbursement, the form of which is attached hereto as Exhibit H;

(h) Updated Rent Rolls dated within one (1) Business Day of the Closing Date;

(i) An owner’s affidavit, and all such other affidavits required by Subsection 2.2(b) and Subsection 2.2(c), executed by the Property Owner and in a form acceptable to the Title Company for the purpose of satisfying the requirements of the Title Commitments;

(j) The Lender Approval Documents;

(k) Copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in any Contributor’s, the Contributed Entity’s, the Property Owner’s, or Existing Manager’s control as of the Closing Date) for the Property;

(l) The original (or if not available, legible copies) of any and all Leases, Contracts, warranties and guarantees pertaining to the Improvements that are in any Contributor’s, the Contributed Entity’s, the Property Owner’s or Existing Manager’s control as of the Closing Date;

(m) Any necessary UCC termination statements or other releases as may be required to evidence the satisfaction of any Liens on any of the Property that are required by the terms of this Agreement to be terminated or released prior to Closing;

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(n) Certified copies of all organizational documents, applicable resolutions, certificates of incumbency, and good standing certificates with respect to the Contributor, the Contributed Entity, the Property Owner and such other Persons as Title Company may reasonably require;

(o) Resignations of all of the directors, managers and officers of the Contributed Entity, the Property Owner and their Subsidiaries effective as of the Closing;

(p) All corporate seals, books and records, ownership ledgers and other similar records pertaining to the Contributed Entity, the Property Owner, their Subsidiaries and/or the Property;

(q) A duly completed and executed certificate from the Contributor pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that such Contributor is not a “foreign person” within the meaning of Code section 1445 (a “FIRPTA Affidavit”);

(r) Any assignments necessary to vest adequately with the Contributed Entity any Contracts which are for the benefit, but not in the name, of the Contributed Entity;

(s) An executed counterpart of the Settlement Statement;

(t) Any representation letters and other documentation reasonably and customarily required by ATA in order for the Contributor to demonstrate the need for the REIT ownership limit waiver certificate contemplated by Section Error! Reference source not found. below; and

(u) Any and all other instruments and documents required to be delivered by the Contributor at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Partnership may reasonably request to effect the transactions to be consummated at the Closing.

3.4 Partnership’s Closing Documents. At the Closing, the Partnership will deliver, or cause to be delivered in the manner set forth below, to the Contributors each of the following agreements, instruments and other documents, duly executed and delivered by each of the Partnership or ATA as may be a party thereto:

(a) If the guarantors under the Loan have not been replaced as part of the Lender Approval Documents, the Loan Indemnification Agreement;

(b) A duly executed counterpart of each joinder to the Partnership Agreement which were executed by the Contributor;

(c) The Lender Approval Documents;

(d) An executed counterpart of the Settlement Statement;

(e) An executed counterpart of the applicable Tax Protection Agreements;

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(f) An executed counterpart of the Registration Rights Agreement;

(g) Certified copies of applicable resolutions, certificates of good standing, and certificates of incumbency with respect to the Partnership and such other Persons as the Title Company may reasonably require;

(h) An assignment of this Agreement by the Partnership to its Affiliates, if applicable, in compliance with the provisions of Section 13.6;

(i) Certificates evidencing the OP Units to be issued by the Partnership to the Contributor registered in the name of the Contributor; and

(j) Any and all other instruments and documents required to be delivered by the Partnership or ATA at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as the Contributor may reasonably request to effect the transactions to be consummated at the Closing.

SECTION 4. CONDITIONS TO PARTNERSHIP’S OBLIGATION TO CLOSE.

The obligation of the Partnership to consummate the transactions contemplated by this Agreement is and shall be subject to the satisfaction or written waiver by the Partnership of the following conditions precedent on and as of the Closing Date, or such other date as set forth herein (each, a “Closing Contingency” and collectively, the “Closing Contingencies”):

4.1 Representations and Warranties True. The representations and warranties of the Contributor set forth in Section 6.1 shall be true, correct and complete in all material respects (without duplication as to the materiality qualifications contained therein) on and as of the Closing Date (except that any representations or warranties made as of a specified date shall be true and correct in all material respects (without duplication as to the materiality qualifications contained therein) as of such specified date).

4.2 Lender Approval. (i) The Loan shall have fully converted from a construction loan to a permanent loan in accordance with the terms of the Loan Documents, and (ii) the Partnership shall have obtained, on commercially reasonable terms consistent with the Loan Documents, approval from the Lender for the transfer of the Interests and the other transactions contemplated by this Agreement (including the approval by the Lender of a “Transfer of Physical Assets” in connection therewith), and any changes in property management and/or guarantors which may be required by the Lender or the Loan Documents in connection therewith (collectively, the “Lender Approval”). The “Lender Approval” shall be deemed to include (a) the satisfactory completion by the Lender of all diligence investigations, inspections and tests, (b) the delivery of all documents and the satisfaction of all requirements in the Loan Documents in order for the Loan to have fully converted from a construction loan to a permanent loan, and (c) the full negotiation and final approval for signature of the Lender Approval Documents (as defined below) by the Partnership, the Contributed Entity, the Property Owner, the Contributor (if required), the Lender and, if applicable, the guarantor under the Loan Documents and any other entities required by the Lender to be a party to the Lender Approval

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Documents. Promptly after the conversion of the Loan from a construction to a permanent loan, the Partnership and the Contributor will jointly apply to the Lender for the Lender Approval, and shall use their respective commercially reasonable efforts to obtain the Lender Approval prior to the Closing Date. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, the Partnership shall be solely responsible to pay to the Lender any and all Loan Assumption Costs, required in connection with the Lender Approval (other than the Contributor’s legal fees to review the Lender Approval Documents). The Partnership and the Contributor shall execute and deliver at the Closing, such consent and approval documents, amendments and agreements required by Lender in connection with the Lender Approval, in form and content reasonably satisfactory to Partnership and the Contributor’s Representative (the “Lender Approval Documents”). In the event that the Contributor or the Partnership fail to execute and deliver the Lender Approval Documents or the Lender fails to give the Lender Approval, either the Contributor or the Partnership shall have the right to terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to the Partnership and all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination). Promptly after the Effective Date, the Partnership shall apply to the Lender for the Lender Approval and use good faith efforts to obtain the Lender Approval from the Lender prior to the Closing Date; provided, however, so long as the Partnership complies with its obligations under this Section 4.2, in no event shall Partnership have any liability for its failure to obtain the Lender Approval.

4.3 Achievement of the Lease-Up Threshold. Achievement of the Lease-Up Threshold shall have occurred.

4.4 Contributor’s Performance. The Contributor, the Contributed Entity, and the Property Owner shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by them on or before the Closing Date.

4.5 Title Policies. As of the Closing Date, the Title Company shall be unconditionally obligated and prepared, subject only to payment of the applicable premium and other related charges, to issue the title policies and/or endorsements on the Closing Date pursuant to the Title Commitments containing no exceptions to title other than Permitted Encumbrances and any Additional Exceptions approved by the Partnership pursuant to Section 2.2(d).

4.6 Permits; Consents. All consents or approvals of third parties or of any Governmental Authorities as are necessary for the transfer of the Interests and the ownership and operation of the Property by and/or on behalf of the Partnership or its successor or assignee shall have been received, on or before the Closing Date.

4.7 No Bankruptcy or Court Order. No Act of Bankruptcy on the part of any Contributor, the Property Owner or the Contributed Entity shall have occurred and remain outstanding as of the Closing Date, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

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4.8 No Material Adverse Change. Between the Effective Date and the Closing Date, there shall have been no Material Adverse Change which is not cured within thirty (30) days’ notice from the Partnership to the Contributor (but in any event prior to the Closing Date).

4.9 Closing Deliveries. The Contributor shall have delivered, and shall have caused the Contributed Entity, the Property Manager and the Existing Manager to deliver, all of the documents and instruments required pursuant to Section 3.3.

In the event that Closing Contingencies set forth in this Section 4 have not been satisfied on or before the Outside Closing Date (other than by reason of the Partnership’s failure to comply in all material respects with its obligations under this Agreement), the Partnership shall have the right to terminate this Agreement by written notice to the Contributor, whereupon the Earnest Money Deposit shall be returned to the Partnership and

the Contributor and the Partnership shall have no further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

SECTION 5. CONDITIONS TO CONTRIBUTOR’S OBLIGATION TO CLOSE.

The obligation of the Contributor to consummate the transactions contemplated by this Agreement is subject to the satisfaction or written waiver of the following conditions precedent on and as of the Closing Date:

5.1 Representations and Warranties True. The representations and warranties made by Partnership pursuant to Section 7 shall be true and correct in all material respects (without duplication as to materiality qualifications contained therein) on the Closing Date.

5.2 Lender Approval. The Lender Approval shall have been obtained.

5.3 Partnership’s Performance. The Partnership shall have performed all covenants, agreements and delivered all documents required by this Agreement to be performed or delivered by it on or before the Closing Date.

5.4 No Bankruptcy or Court Order. No Act of Bankruptcy on the part of the Partnership shall have occurred and remain outstanding as of the Closing Date, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transaction contemplated by this Agreement illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement.

5.5 Closing Deliveries. The Partnership shall have delivered all documents and instruments required pursuant to Section 3.4.

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If the conditions to the Contributor’s obligation to close set forth in this Section 5 have not been satisfied as of the Outside Closing Date (other than by reason of any Contributor’s, the Contributed Entity’s, the Property Owner’s or Existing Manager’s failure to comply in all material respects with any of its obligations under this Agreement), the Contributor shall have the right to terminate this Agreement by notifying the Partnership in writing whereupon the Earnest Money Deposit shall be returned to the Partnership and the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR; PARTNERSHIP’S INDEPENDENT INVESTIGATION; ACCESS

6.1 Representation and Warranties of Contributor. To induce ATA and the Partnership to enter into this Agreement, the Contributor, jointly and severally, represent and warrant to ATA and Partnership that each of the following are true, correct and complete as of the Effective Date and will be true, correct, and complete as of the Closing Date:

(a) Organization and Authorization; No Conflicts. The Contributor, the Property Owner, the Contributed Entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of their organization and are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify materially adversely affects the Contributed Entity’s ability to conduct business in the Ordinary Course. The Contributor, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted. The Contributor, Property Owner, Contributed Entity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other agreement, certificate, instrument or writing delivered in connection with this Agreement or the transactions contemplated hereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributor has made available to the Partnership true and complete copies of the Organizational Documents of the Contributor (other than the Contributor that is a natural person) each Contributed Entity and the Property Owner, as amended and as in effect on the date of this Agreement. None of the Contributor, the Contributed Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.

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(b) Capitalization; Title to Interests. Schedule 6.1(b) sets forth the authorized ownership interests of the Contributed Entity and indicates the ownership of all of the issued and outstanding ownership interests of the Contributed Entity. Except for this Agreement and the transactions contemplated herein, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, contribution or redemption of any ownership interests of the Contributed Entity. All of the outstanding ownership interests of the Contributed Entity are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of the Contributed Entity are owned as set forth in Schedule 6.1(b), in each case free from all Liens. Upon delivery to the Partnership on the Closing Date of the Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Partnership good and marketable title to the Interests, free and clear of all Liens.

(c) Absence of Defaults and Conflicts. Neither the execution and delivery of this Agreement or any Transaction Document by any Contributor, any Contributed Entity or the Property Owner, to the extent applicable, or the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, under (A) any of their respective Organizational Documents (to the extent applicable), (B) any contract to which any of them is a party, (C) any Permits to which any of them is a party or the Interests or the Property of any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner are subject or by which any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner is bound, (D) any Court Order to which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is a party or any of the Interests are subject or by which any Contributor, the Contributed Entity, its Subsidiaries or the Property Owner is bound, or (E) any Laws affecting any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner, the Interests or the Property of any Contributor, any Contributed Entity or the Property Owner; or (ii) require the approval, consent, authorization or act of, or the making by any Contributor, any Contributed Entity, its Subsidiaries or the Property Owner of any declaration, filing or registration with, any Person.

(d) Subsidiaries and Investments. Except as listed on Schedule 6.1(d) attached hereto, neither the Contributed Entity nor the Property Owner has any Subsidiaries nor do any of them have any investment in any Person.

(e) Absence of Undisclosed Liabilities. None of the Property Owner, the Contributed Entity or their Subsidiaries has any liabilities, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, other than the following: (i) the Loan, (ii) liabilities fully and adequately reflected or reserved against in the balance sheet included in the Interim Financial Statements (the “Latest Balance Sheet”), and (iii) liabilities incurred in the Ordinary Course since the date of the Latest Balance Sheet, none of which are material and none of which constitute a breach of any other representation or warranty made to the Partnership in this Agreement or any other Transaction Document.

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(f) Taxes.

(i)(A) Each Contributed Entity, the Property Owner and each of their Subsidiaries have complied in all material respects with all Laws relating to Taxes, (B) each Tax Return required to be filed by, or on behalf of, each Contributed Entity, the Property Owner and each of their Subsidiaries have been timely filed in accordance with applicable Laws (taking into account applicable extensions), (C) all such Tax Returns are true, correct and complete in all material respects, and (D) all Taxes due and payable with respect to each such Tax Return (whether or not shown as due on a Tax Return), or otherwise due and payable by, or on behalf of each Contributed Entity, the Property Owner and each of their Subsidiaries, have been timely paid.

(ii) The Contributor has provided to the Partnership true, correct and complete copies of all Tax Returns filed by each Contributed Entity, the Property Owner and each of their Subsidiaries in the last three (3) years. The Contributor has provided to the Partnership true, correct, and complete copies of all notices of deficiencies, final partnership administrative adjustments, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests, protests, petitions and any other similar documents, notices, and correspondence, in each case, that each Contributed Entity, the Property Owner and each of their Subsidiaries (or any of their Representatives) has received from, sent to, or entered into with the IRS or other Governmental Authority in the last three (3) years or that relates to any Taxes or Tax Return which is not closed by the applicable statute of limitations. No claim has been made by any Governmental Authority in the last three (3) years that any Contributed Entity, the Property Owner or any of its Subsidiaries has not properly reported and/or paid Taxes or filed Tax Returns in a jurisdiction in which each Contributed Entity or any of its Subsidiaries does not file a Tax Return.

(iii) There are no Liens for Taxes on the Property or any property of any Contributed Entity, the Property Owner or any of their Subsidiaries, other than Permitted Encumbrances.

(iv) No federal, state, local or foreign Tax audits or other Proceedings are presently in progress or pending or, to the Contributor’s knowledge, threatened with regard to any Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries. No private letter ruling, technical advice memorandum, application for a change of any method of accounting, or other similar requests made by, or with respect to the Contributed Entity, the Property Owner or any of their Subsidiaries, are presently pending with any Governmental Authority.

(v) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has engaged in any transaction that could affect its income Tax liability for any taxable year not closed by the statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation section 301.6011-4 (irrespective of the effective date).

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(vi) Each Contributed Entity, the Property Owner and each of their Subsidiaries has since its formation been treated for federal income tax purposes as either (i) a “disregarded entity” as defined in Treasury Regulations Section 301.7701-3 or (ii) a partnership, and not an association or “publicly traded partnership” taxable as a corporation.

(vii) There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which any Contributed Entity, the Property Owner or any of their Subsidiaries is subject and no requests for any such waivers or agreements have been made of the Contributed Entity or any of its Subsidiaries.

(viii) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries is a party to, nor is bound by, nor has any obligation under, any Tax sharing, Tax protection, Tax reimbursement or similar agreement or arrangement.

(ix) Neither any Contributed Entity, the Property Owner nor any of their Subsidiaries has made an election pursuant to Code section 108(i) (or any similar provision of state or local tax law).

(x) The Loan is a “qualified liability” within the meaning of Treasury Regulations Section 1.707-5(a)(6).

(g) Absence of Certain Changes or Events. Since the date of the Latest Balance Sheet: (i) each Contributed Entity, the Property Owner and their Subsidiaries have been operating only in the Ordinary Course; (ii) each Contributed Entity, the Property Owner and their Subsidiaries have not (A) sold, leased or disposed of, or subjected to any Lien, any of its tangible or intangible assets, other than the sale, lease or disposition in the Ordinary Course of inventory, FF&E, miscellaneous items of machinery and equipment and assets no longer necessary to the operation of the Property or which have been replaced by similar items, or (B) canceled or released any material debt or claim held by it other than in the Ordinary Course; and (iii) neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has instituted, settled, agreed to settle any litigation or Proceeding before any Governmental Authority other than in the Ordinary Course consistent with past practices, but not in any case involving amounts in excess of Fifty Thousand Dollars ($50,000.00).

(h) Real Property.

(i) The Property Owner owns good and marketable fee simple title to the Real Property and good title to the remainder of the Property, free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any real property or hold a leasehold interest in any real property. During the Contributor’s period of ownership thereof, the Property Owner has not owned or leased any real property other than the Real Property.

(ii) The Property Owner has complied and is in compliance with, and the Property is in compliance with, in all material respects, all applicable Laws. Neither the Property Owner nor the Contributor has received from any Governmental Authority written notice (and neither the Property Owner nor the Contributor has actual knowledge) of any violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to Closing.

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(iii) The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. The Rent Roll delivered Closing will be true, correct and complete. The copies of the Leases delivered or made available to the Partnership are true, correct and complete copies and, to the Contributor’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the Tenants under the Leases delivered or made available to the Partnership pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the Partnership, and there are no other leases or tenancy agreements affecting the Real Property.

(iv) The Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than the Partnership) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Real Property, or the Property Owner’s interest therein.

(v) There is not, as of the Effective Date, any pending, proposed, or, to the Contributor’s knowledge, threatened (A) change in or Proceeding for the rezoning or amendment to the existing zoning of the Real Property or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Real Property or any portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking or proposed taking of any portion of a Real Property by eminent domain, including without limitation any parking spaces, entrances, or areas where entrance signs are located.

(vi) The Property is not currently benefited by any special tax abatement or categorization. None of the Contributor, the Contributed Entity or the Property Owner has commenced any Proceedings which are pending for the reduction of the assessed valuation of any Property. None of the Contributor, the Contributed Entity, or Property Owner or any of their Subsidiaries or Representatives has intentionally supplied any false or misleading information or failed to supply any pertinent information to any Governmental Authority related to the assessed valuation or any Property or any real property Tax.

(vii) The Real Property has rights of access to public ways and is served by electric, water, sewer, sanitary sewer and storm drain facilities adequate to service the Real Property.

(viii) No more than one percent (1%) of the apartment units in the Property are “off-line” (meaning they cannot be made “rent-ready” with routine maintenance) and at least eighty percent (80%) of the vacant units in the Contributed Properties are in so-called “rent-ready” condition.

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(i) FF&E. The Property Owner has, and as of the Closing Date will have, good and marketable title to the FF&E, except for any leased or licensed FF&E set forth on Schedule 6.1(i) attached hereto and by this reference made a part hereof, and such FF&E is (or will be at Closing) free and clear of all Liens. There are no items owned or leased by the Existing Manager and used at the Property which would otherwise constitute FF&E.

(j) Contracts. Except with respect to any Required Capital Improvements which are not completed as of the Closing Date, the only Contracts and amendments thereto that will be in effect on the Closing Date that are not terminable without cause or penalty within sixty (60) days with respect to the Property Owner or the Property (the “Non-Terminable Contracts”) are as set forth in Schedule 6.1(j) (the “Schedule of Non-Terminable Contracts”). To the Contributor’s knowledge, the Property Owner has performed in all material respects all of its obligations under each Contract to which the Property Owner is a party or is subject and, to the Contributor’s knowledge, no fact or circumstance has occurred, which by itself or with the passage of time or the giving of notice or both would constitute a default by the Property Owner under any such Contract. Further, to the Contributor’s knowledge, all other parties to such Contracts have performed all of their obligations thereunder in all material respects and are not in default thereunder. True, complete and correct copies of the Contracts have been delivered to the Partnership. To the Contributor’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to the Partnership in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to the Partnership, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

(k) No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Contributor nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with any Person.

(l) Litigation. Except as disclosed in Schedule 6.1(l), there is no Proceeding pending or, to the Contributor’s knowledge, threatened against or relating to any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, the Existing Manager, or any of their respective assets, including but not limited to the Property, or with respect to Existing Manager, relating in any manner to the Property, or any of the officers, directors, managers or employees (in their capacities as such) of any of the foregoing Persons. Except as disclosed in Schedule 6.1(l), none of the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries, or the Existing Manager is subject to any Court Order, or with respect to the Existing Manager, any Court Order relating in any manner to the Property. To the Contributor’s knowledge, the insurance coverages in the Property Owner’s insurance policies are adequate in character and amount to pay all liabilities relating to the matters required to be described on Schedule 6.1(l). There is no Proceeding pending or, to the Contributor’s

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knowledge, threatened against any Contributor, any Contributed Entity, the Property Owner, their Subsidiaries, (A) that questions the validity of this Agreement or any action taken or to be taken by any Contributor or Contributed Entity in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (B) that, individually and in the aggregate, would reasonably be expected to adversely affect in any material respect the ability of any Contributor, any Contributed Entity or the Property Owner to perform its obligations under and consummate the transactions contemplated by this Agreement.

(m) FIRPTA. No Contributor is a “foreign person” within the meaning of Code Section 1445(f)(3), and the Contributor shall certify to that effect and certify its taxpayer identification number at the Closing pursuant to Code Section 1445(b)(2).

(n) Environmental Matters. The Contributor has made available to the Partnership copies of all environmental reports or studies and indoor air quality reports prepared by third party consultants relating to the Property that are in the possession or control of the Contributor, any Contributed Entity, the Property Owner or their Subsidiaries. To the Contributor’s knowledge, and except for any matters which are disclosed in such reports and studies, no Hazardous Materials exist at the Property and the Property is in compliance with all Hazardous Materials Laws. Since the date the Contributor has owned any ownership interest in the Contributed Entity, none of the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any written notice from any Governmental Authority of any pending nor, to the Contributor’s knowledge, threatened action or Proceeding arising out of the environmental condition of the Property, Hazardous Materials located on the Property, or any alleged violation of any Hazardous Materials Laws.

(o) Employees. Neither the Contributed Entity, the Property Owner nor any of their Subsidiaries has employees.

(p) Construction Contracts; Mechanics’ Liens. At the Closing, except with respect to any Required Capital Improvements which have not been completed, there will be no outstanding Contracts made by the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or Existing Manager, for the construction or repair of any Improvements relating to the Real Property which have not been fully paid for or will be paid in the Ordinary Course. Prior to Closing, the Property Owner shall discharge and have released of record or bonded all mechanics’ or materialmen’s liens, if any, arising from any labor or materials furnished to the Real Property prior to the Closing to the extent any such Lien is not insured over by the Title Company or bonded over pursuant to applicable Law.

(q) Loan Documents. The Loan Documents described in Exhibit C that encumber the Property constitute all of the material loan documents and related instruments in effect with respect to the Loan and have not been modified except as set forth in Exhibit C. The Loan Documents are in full force and effect. None of the Contributor, the Contributed Entities, the Property Owner, their Subsidiaries or the Existing Manager, has received written notice of default under any of the Loan Documents and, to the Contributor’s knowledge, there is no state of facts that, with the giving of notice or passage of time or both, would give rise to a default under any of the Loan Documents. Other than the Indebtedness related to the Loan, neither the Property, any Contributed Entity, the Property Owner nor their Subsidiaries is

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encumbered by any Indebtedness. As of the Effective Date, the outstanding principal balance of the Loan is $            . The Property Owner has timely paid all amounts and performed all monetary obligations required of it by the Loan Documents. As of             , 201        , the amount of escrows or reserves held by the Property Owner for maintenance and capital repairs to the Property is $            and the amount held for such purposes by the Lender is $            .

(r) Special Assessments. None of the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries or the Existing Manager has received any notice, or has any knowledge, of any existing or pending special assessments affecting the Property by any Governmental Authority, water or sewer authority, drainage district or any other special taxing district or other entity, other than as disclosed herein and has received no notice, and has no knowledge, of any assessments that may be levied after the Closing by any Government Authority.

(s) Affiliate Transactions. All Contracts and other intercompany obligations between the Property Owner, on the one hand, and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributor’s other Affiliates, on the other hand, will be terminated satisfied, repaid, eliminated or cancelled at or prior to the Closing. Except for the Organizational Documents of the Property Owner, there are no written Contracts between the Property Owner and any Contributor, the Contributed Entity, their Subsidiaries or any of the Contributor’s other Affiliates.

(t) Patriot Act.

(i) The Contributor represents and warrants that neither the Contributor, any Contributed Entity, the Property Owner, nor any of their Subsidiaries, constituents or affiliates, are in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public La 107-56, the “Patriot Act”).

(ii) The Contributor represents and warrants that neither the Contributor, the Contributed Entity, the Property Owner nor any of their Subsidiaries, constituents or affiliates, is a “Prohibited Person” which is defined as follows:

1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

3) a person or entity with whom the Partnership or its successor or assignee is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering laws or regulations, including the Executive Order and the Patriot Act;

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4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and

6) a person or entity who is affiliated with a person or entity listed above.

(iii) The Contributor represents and warrants that neither the Contributor, the Contributed Entity, the Property Owner, Existing Manager nor any of their Subsidiaries, constituents or affiliates, have or will: (i) conduct any business or engage in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(u) NO TAX REPRESENTATIONS. THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PARTNERSHIP OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS.

(v) Investment Representations. The Contributor that receives OP Units pursuant to this Agreement hereby represents and warrants to ATA and the Partnership that the following are true and correct on the date of this Agreement and shall be true and correct as of the Closing Date and the Closing Date.

(i) The Contributor acknowledges that it has received, read, and fully understands the Investor Package. The Contributor acknowledges that it is an Accredited Investor and is basing its decision to invest in the OP Units on the Investor Package and the Contributor has relied only on the information contained in said materials and has not relied upon any representations made by any other person. The Contributor recognizes that an investment in the OP Units involves substantial risk and the Contributor is fully cognizant of and understand all of the risk factors related to such securities.

(ii) The Contributor can bear and is willing to accept the economic risk of losing its entire investment in the OP Units. The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in such securities.

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(iii) The Contributor acknowledges that the offer and sale of the OP Units has not been accompanied by the publication of any public advertisement or by any general solicitation.

(iv) All information that the Contributor has provided to the Partnership concerning its suitability to invest in the OP Units is complete, accurate, and correct. The Contributor hereby agrees to notify Partnership immediately of any material change in any such information occurring prior to the Closing Date, including any information about changes concerning its net worth and financial position.

(v) The Contributor has had the opportunity to ask questions of, and receive answers from, the Partnership, ATA and the officers of ATA concerning the terms and conditions of the OP Units being offered and sold pursuant to this Agreement and the Investor Package and to obtain any additional information deemed necessary to verify the accuracy of the information contained in the Investor Package. The Contributor has been provided with all materials and information requested by the Contributor or others representing the Contributor, including any information requested to verify any information furnished the Contributor.

(vi) The Contributor is receiving the OP Units for the Contributor’s own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of such securities. The Contributor understands that, due to the restrictions as to transferability contained in the Partnership Agreement, the Charter and the Governance Agreement, duly executed duly executed by ATA and by the parties thereto, and the lack of any market existing or to exist for the OP Units, the Contributor’s investment in the OP Units will be highly illiquid and may have to be held indefinitely.

(vii) The Contributor understands that there may be restrictions on the transfer, resale, assignment, or subdivision of the OP Units imposed by applicable federal and state securities laws. The Contributor is fully aware that the OP Units have not been registered with the SEC in reliance on the exemptions specified in Regulation D under the Securities Act of 1933, as amended, which reliance is based in part upon the Contributor’s representations set forth herein. The Contributor understands that the OP Units have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws, and unless they are registered, they may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws.

(viii) The Contributor understands that none of the Partnership, ATA or their owners, officers, employees, directors, general partners or Affiliates, or advisors represent such Contributor in any way in connection with the Contribution of the OP Units. The Contributor also understands that legal counsel to the Partnership, ATA and their Affiliates does not represent, and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any Contributor.

(ix) THE CONTRIBUTOR UNDERSTANDS THAT THE OP UNITS ISSUABLE TO THE CONTRIBUTOR PURSUANT TO THIS AGREEMENT HAVE

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NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE OP UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE OP UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE OP UNITS OR THE ACCURACY OR ADEQUACY OF THE INVESTOR PACKAGE. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The representations and warranties made in this Agreement by the Contributor in Section 6.1 are made as of the Effective Date and, unless specified as being made as of the Effective Date, shall be deemed remade by the Contributor as of the Closing Date, with the same force and effect as if made on, and as of, the Closing Date.

6.2 Due Diligence Materials. Within two (2) calendar days after the Effective Date, the Contributor shall, to the extent not previously provided or made available on a secure website for inspection by the Partnership or its Representatives, deliver to the Partnership, or otherwise make continuously available for inspection, all of the documents and information listed on Schedule 6.2 attached hereto (collectively, the “Due Diligence Materials”) to the extent they exist and are in the Contributor’s possession or control. From and after the Contributor’s delivery of the Due Diligence Materials to the Partnership, the Contributor shall within two (2) Business Days make available to the Partnership copies of any documentation or information which comes in the Contributor’s possession or control which supplements the Due Diligence Materials. The Contributor shall cooperate with the Partnership and provide or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by the Partnership relating to the operations of the Property.

6.3 Access. The Contributor hereby grants to the Partnership and each of its employees, agents, consultants and contractors, subject to the rights of Tenants under the Leases, the right and permission from and after the date hereof to enter upon the Property, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies permitted hereunder; provided, however, the Partnership shall provide reasonable advance written notice to the Contributor’s Representative prior to entry upon the Property so that a Representative of the Contributor may have the opportunity to be present during any inspections or studies conducted thereon and shall not unreasonably interfere with the use, occupancy or operation of the Property. The Partnership shall not perform any intrusive testing of the Property without the prior written consent of the Contributor’s Representative, which consent may be given or withheld in the Contributor’s Representative’s sole discretion. Specifically, the Partnership shall have the option to obtain, at its sole cost and expense, any such environmental reports as the Partnership and the lender under the Loan may desire, or updates to any such existing reports, for the Property, and to obtain and/or undertake, at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other reports relating to the Property or any aspects

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thereof. The Partnership shall indemnify, defend and hold the Contributor harmless from any damage to the Property caused by the Partnership’s conduct of such inspection activities. Upon the completion of any inspection or test, the Partnership shall promptly restore the Property substantially to their condition prior to such inspection or test. The Partnership shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager, their respective officers, employees, and agents harmless from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, liens or encumbrances, losses, damages, costs or expenses which directly result from entry onto the Property by the Partnership or the Partnership’s Representatives. This indemnity shall survive the Closing or termination of this Agreement for six (6) months.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP AND ATA.

To induce the Contributor to enter into this Agreement, the Partnership and ATA, as applicable, represent and warrant to the Contributor as follows:

7.1 Organization and Authorization. The Partnership is a limited partnership duly formed and validly existing in the state of its formation. ATA is a corporation duly incorporated and validly existing in the state of its incorporation. The Partnership and ATA have as taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Transaction Document, and upon the execution and delivery of any Transaction Document to be delivered by the Partnership and ATA, such Transaction Document shall constitute the valid and binding obligation and agreement of Partnership and ATA enforceable against Partnership and ATA in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of the Partnership and ATA. ATA discloses to the Contributor that on or before the Closing, (a) ATA expects to (i) adopt and effect the amendments to its Charter and bylaws contemplated by the Master Contribution Agreement, and (ii) amend the dividend reinvestment plan of ATA to adjust the share price to $8.15 per share, and (b) the Partnership expects to adopt and effect an amendments to the Partnership Agreement and its partnership certificate contemplated by the Master Contribution Agreement.

7.2 No Consents. Except for matters relating to the satisfaction of the Closing Contingencies, neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will require the approval, consent, authorization or act of, or the making by the Partnership of any declaration, filing or registration with any Person.

7.3 No Conflicting Agreements. Neither the execution of this Agreement or any Transaction Document by the Partnership nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, will conflict with or result in the breach of any of the terms of any agreement or instrument to which the Partnership is a party.

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7.4 Litigation. The Partnership has received no written notice of and no investigation, action or Proceeding is pending and, to the Partnership’s knowledge, no action or Proceeding is threatened and the Partnership has received no notice of, and to the Partnership’s knowledge, no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

7.5 Authorization of Issuance of Securities. The OP Units to be issued to the Contributor under this Agreement have been or will be duly authorized for issuance and sale to them by the Partnership and ATA, as applicable, and, when issued and delivered by the Partnership, pursuant to this Agreement, against payment of the Contribution Price set forth herein, will be validly issued and fully paid and non-assessable free and clear of any Lien. The OP Units conform to all statements relating thereto contained in the SEC Reports and such description conforms to the rights set forth in the instruments defining the same. Any certificates representing the OP Units, if any, are in due and proper form; no holder of thereof will be subject to personal liability by reason of being such a holder; and the issuance thereof is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Partnership.

7.6 No Registration of Securities. Assuming the accuracy of the representations and warranties of the Contributor in Section 6.1(v), it is not necessary in connection with the offer, sale and delivery of the OP Units to the Contributor in the manner contemplated by this Agreement to register such securities under the Securities Act.

7.7 Integration. None of ATA, the Partnership or any of their Affiliates has, directly or indirectly, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) in a manner that would require the registration of such securities under the Securities Act or (b) offered, solicited offers to buy or sold the OP Units (or shares of ATA Common Stock issued in lieu thereof, if any) by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

7.8 Financial. The Partnership has the requisite experience, and upon the closing of the transactions contemplated by the Master Contribution Agreement and the Cash Investment Agreement the Partnership shall have the financial ability, to close on the transactions contemplated by this Agreement and the Lender Approval Documents.

The representations and warranties made in this Agreement by the Partnership are made as of the Effective Date and shall be deemed remade by the Partnership as of the Closing Date, with the same force and effect as if made on, and as of, such date. As used in this Agreement, the phrase “to the Partnership’s knowledge” or words of similar import shall mean the actual knowledge of Stanley J. Olander, Jr. and Gus Remppies.

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SECTION 8. INTERIM OPERATION OF THE PROPERTY AND ADDITIONAL COVENANTS.

The Contributor hereby covenants, and, as applicable, the Partnership hereby covenants as follows:

8.1 Compliance with Laws and Permitted Encumbrances. From the Effective Date to the Closing Date, the Contributor shall, and shall cause the Property Owner to comply in all material respects with (i) all applicable Laws affecting the Property, (ii) all Leases and Contracts, and (iii) all terms, covenants and conditions of instruments of record affecting the Property including, without limitation, the Permitted Encumbrances.

8.2 General Operation. The Existing Manager will continue to manage the Property during the period between the Effective Date and the Closing. Except as otherwise contemplated or permitted by this Agreement or approved by the Partnership in writing, from the Effective Date to the Closing Date, the Contributor will, and will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Leases (other than Leases that are in the process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the Loan Documents, and (vii) preserve the existence and good standing of Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, the Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and pay all costs and expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and will cause each Contributed Entity, the Property Owner and their Subsidiaries to use its commercially reasonable efforts to prevent any Material Adverse Change.

8.3 Existing Management Agreement; Maintenance; Contracts. The Contributors shall deliver a written notice to the Existing Manager sufficiently prior to the Closing Date, notifying the Existing Manager that the ownership of the Property is being transferred by contribution of the Interests, and that the Existing Management Agreement shall automatically terminate as of the Closing Date pursuant to Section 5.2 of the Existing Management Agreement. Subject to the requirements and obligations set forth in Section 8.8, between the Effective Date and the Closing Date, the Contributor shall, and shall cause the Property Owner to, maintain the Property in substantially the same manner as prior hereto

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pursuant to the Property Owner’s Ordinary Course, subject to reasonable wear and tear and further subject to the occurrence of any damage or destruction to the Real Property by casualty or other causes or events beyond the control of such Person. The Contributor shall not permit the Property Owner to make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing prior written notice to the Partnership. Between the Effective Date and the Closing Date, the Contributor shall not permit the Property Owner to enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless the Contributor first shall have obtained the Partnership’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

8.4 New Leases; Vacant Units. From the Effective Date to the Closing Date, the Contributor shall cause the Property Owner not to enter into any new Leases with respect to the Property without the Partnership’s prior written consent unless such new Leases are on the Property Owner’s standard form residential lease, the rent and landlord concessions and incentives are consistent with the Property Owners’ current practices and current market conditions, and the Leases are otherwise entered into in the Ordinary Course of the Property Owners’ business of leasing and operating the Property.

8.5 Audits of the Property and Operations. From the Effective Date to the Closing Date, the Contributor shall, and shall cause the Property Owner to, cooperate fully and in good faith, at no out-of-pocket cost to any such Person, with the Partnership’s audits of all financial information and operations relating to the Property as necessary to comply with applicable underwriting policies and securities law and corporate governance policies applicable to ATA and its Affiliates.

8.6 Financial Information. Commencing on execution of this Agreement until the Closing, the Contributor shall, and shall cause the Property Owner to, deliver to the Partnership (i) on a weekly basis, a report of leasing activity at the Property, and (ii) on a monthly basis, updated operating statements and Rent Rolls, and a copy of the standard monthly income statement that is prepared by the Existing Manager.

8.7 Extraordinary Actions. The Contributor will not, and will cause the Property Owner, the Contributed Entity and their Subsidiaries to not: (i) issue, sell, transfer, pledge, dispose of, encumber or permit any Lien on the Property or any membership interests, partnership interests or any other securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any membership interests, partnership interests or any other securities of the Property Owner, the Contributed Entity and their Subsidiaries, (ii) purchase or redeem any membership interests, partnership interests or other securities of the Property Owner, the Contributed Entity or any of their Subsidiaries (iii) sell or transfer any of such Person’s assets other than in the Ordinary Course, (iv) incur any material obligations or liabilities or enter into any material transaction other than in the Ordinary Course, or (v) amend the Property Owner’s, the Contributed Entity’s, or any of their Subsidiaries’ Organizational Documents.

8.8 Capital Improvements. The Contributor shall, or shall cause the Property Owner to, complete or diligently pursue the capital improvement, life safety and/or licensure

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related projects and items set forth on Schedule 8.8 (the “Required Capital Improvements”) prior to the Closing Date. If the Contributor, or the Property Owner, does not complete the Required Capital Improvements on or prior to the Closing Date to the Partnership’s reasonable satisfaction in accordance with the previous sentence, the Partnership’s sole remedy shall be a decrease in the Agreed Contribution Value in an amount equal to the Partnership’s reasonable estimate of the remaining cost to complete the Required Capital Improvements, based upon the budgeted cost thereof as set forth on Schedule 8.8, and such amount shall be settled in accordance with the apportionments set forth in Section 9.1.

8.9 Delivery and Use of Annual Financial Statements. At the Partnership’s request, at any time before or after the Closing, the Contributor shall provide to the Partnership’s and/or ATA’s designated independent auditor access to the books and records of the Contributor, the Contributed Entities, the Property Owner, their Subsidiaries and/or the Property, the working papers of the independent auditors of any of the foregoing Persons and all related information regarding the period for which ATA is required to have any of the foregoing audited to enable ATA to comply with any financial reporting requirements applicable to ATA, and the Contributor shall provide to such auditor a representation letter regarding such books and records in a customary form and otherwise reasonably acceptable to the Partnership and the Contributor.

8.10 Exclusivity. From and after the date hereof, none of the Contributor, the Contributed Entities, the Property Owner or any of their respective Subsidiaries, Representatives or anyone acting on behalf of any of them shall make any offers to, commence or continue any negotiations with, or enter into any written agreement with any other Person relating to the sale of the Property or the Interests (other than the Partnership and its Representatives) unless this Agreement is terminated pursuant to and in accordance with the provisions of this Agreement.

8.11 Tax Change Notices; Other Events. From and after the date hereof, the Contributor shall deliver to the Partnership copies of any property tax assessments or notices or any written notice from any Government Authority of its intent to conduct a Tax audit or Proceeding with respect to the Contributed Entity, Property Owner or any of its Subsidiaries, and shall promptly notify the Partnership of any (i) change in any condition with respect to the Real Property, (ii) notice of any violation issued in writing by any Governmental Authorities with respect to the Property, (iii) fire or other casualty affecting the Property, or (iv) event or circumstance which makes any representation or warranty of the Contributor to the Partnership under this Agreement materially untrue or misleading, or any covenant of the Contributor under this Agreement incapable or less likely of being performed.

8.12 Commercially Reasonable Efforts. The Contributor and the Partnership shall each use commercially reasonable efforts to satisfy their respective Closing Contingencies set forth in this Agreement. Additionally, the parties hereto shall collaborate in good faith with respect to the preparation of any and all offering memoranda, investor questionnaires, subscription materials, consent forms and other documents that are reasonably necessary or advisable in connection with the disclosure and consummation of the transactions contemplated by this Agreement.

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8.13 Admission to Partnership. ATA, as general partner of the Partnership, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as limited partners of the Partnership on the Closing Date.

SECTION 9. APPORTIONMENTS; CLOSING COSTS.

9.1 Apportionments. The Partnership and the Contributor agree that, at and as of the date of the Closing, all normal and customarily proratable items, including, without limitation, real estate taxes, personal property taxes, utility bills (except as hereinafter provided), invoiced rents and other income, and operating contract payments shall be prorated with respect to the Property as of the date of the Closing, with Contributor being charged and credited for all of the same relating to the period up to the date of the Closing and the Partnership being charged and credited for all of the same relating to the period on and after the date of the Closing. All apportionments hereunder shall be settled in OP Units or as otherwise agreed by the parties as set forth in the Settlement Statement to be delivered at the Closing.

(a) To the extent not covered by any tax escrows held by the Property Owner or the Lender, all real estate taxes, and items of income and expense with respect to the Property shall be prorated between the Contributor and the Partnership based upon amounts due and payable, on an accrual basis, in the calendar year in which the Closing occurs except as set forth below. All prorations of real estate taxes shall be based upon the most recent available full year’s tax bills, and, if applicable, subject to re-proration when the actual tax bill for the applicable fiscal tax year in which the Closing occurs is received. All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by the Lender in connection with the Loan with respect to the Property and those held by the Contributor shall follow the Property, and shall be prorated and credited to the Contributor in the manner set forth on the Settlement Statement. Notwithstanding the foregoing sentence, the reserve accounts held by the Lender which were required by the Lender to be deposited in connection with the construction of the Improvements shall not be prorated, but rather upon the Lender’s release of the funds held in such construction-related reserve accounts in accordance with the Loan Documents, all such funds shall be paid to the Contributor.

(b) Invoiced rents and other charges, other than for Tenants who owe Delinquent Amounts (as hereinafter defined), shall be prorated. Prepaid rents and other charges shall be credited to the Partnership. Without limiting the foregoing, rent and all other sums which are due and payable to the Property Owner by any Tenant, whether or not collected as of the Closing shall be adjusted, but the Partnership shall not be required to cause the rent and other sums for the period prior to Closing to be remitted to the Contributor if, as, and when collected. At the Closing, the Contributor’s Representative shall deliver to the Partnership a schedule of all rent, charges and other amounts payable by Tenants after the Closing with respect to which the Contributor is entitled to receive a share under this Agreement, and any amount due and owing to the Property Owner before the Closing by Tenants under the Leases which are unpaid on the date of the Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by the Partnership from Tenants shall first be applied toward the Partnership’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to the Partnership for periods after the Closing, and any excess monies received shall be applied toward

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the payment of Delinquent Amounts; provided, however, that any rent received by the Partnership from Tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such Tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. The Partnership may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which the Contributor is entitled to receive a share of charges or amounts, without first obtaining the written consent of the Contributor. If a Delinquent Amount due the Contributor is not paid by a Tenant within the later of (i) sixty (60) days after the Closing or (ii) sixty (60) days after billing therefor, the Contributor shall have the right to attempt to effect collection by litigation or otherwise so long as the Contributor does not take any action which would affect such Tenant’s right to occupy its leased premises or terminate its Lease. With respect to Delinquent Amounts owed by Tenants that are no longer Tenants of the Real Property as of the date of Closing, the Contributor shall retain all rights relating thereto.

(c) To the extent security deposits, pet deposits or other deposits paid by Tenants under Leases are held in the name of the Property Owner, such deposits shall continue to be held by the Property Owner so as to be available to the Property Owner after the Closing, or if such deposits are held by the Existing Manager, all such deposits shall be transferred to the applicable Property Owner or to the Partnership’s property manager prior to the Closing. There shall be no apportionment or proration of any insurance premiums or costs or expenses related to the employment of any persons at the Property.

(d) The following items shall also be prorated between the Contributor and the Partnership as of the Closing:

(i) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by Tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, the Contributor’s Representative shall cause meters for utilities to be read not more than one (1) day prior to the date of the Closing.

(ii) Assignable license and permit fees paid on an annual or other periodic basis.

(iii) Prepaid interest or other payments paid to the Lender under the Loan assumed or transferred as part of this transaction.

(iv) Cash then being held in the Property Owner (other than security deposits, as provided in Section 9.1(c) above) shall be prorated as of the Closing and the applicable prorated amount remaining at the Property shall be distributed to the Contributor immediately prior to the Closing.

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(v) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by the Property Owner under the Leases).

(e) For purposes hereof, unless this Agreement terminates, the Partnership shall be deemed to be the owner of the Contributed Entity and the Property Owner and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after the Closing, the amount of such prorations shall be subject to adjustment in OP Units (or as otherwise agreed by the parties) after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. The Contributor and the Partnership agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing occurs. Except as set forth in this Section 9.1, all items of income and expense for the period prior to the Closing will be for the account of the Contributor and all items of income and expense for the period on and after the Closing will be for the account of the Partnership, all as determined by the accrual method of accounting. Bills received after the Closing which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing shall be paid by the Contributor.

(f) Amounts on deposit with utility companies shall be credited to the Contributor. The Contributor shall, from and after the Closing, at the Contributor’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that the Contributor owned the Contributed Entity. The Contributor shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. The Contributor shall keep the Partnership informed as to any such appeals and to the extent that ongoing tax appeals pertain to periods that include any period after the Closing or which are reasonably expected to result in higher tax assessment or payment, the Partnership shall be entitled to join in such appeal and/or pursue its own appeal, at the Partnership’s expense, from and after the date of the Closing.

(g) The Contributor has disclosed to the Partnership that a certain letter of credit has been issued with respect to the Property which must remain in place for a period of fifteen (15) months after the final certificate of occupancy for the Improvements is issued by the appropriate Governmental Authority. The Contributor agrees to pay the cost to maintain such letter of credit throughout the entire 15-month period. In order to facilitate the payment of such costs, the Partnership may elect to receive a credit on the Settlement Statement at the Closing in the estimated amount of the cost to keep the letter of credit in place throughout the entire 15-month period, which amount shall be adjusted after the Closing to reflect the actual cost to maintain the letter of credit in place for such 15-month period. If the Partnership elects to receive a credit, then the Partnership shall pay the cost to keep the letter of credit in place for such 15-month period.

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(h) The parties acknowledge and agree that the gross fair market value of the portions of the Property treated as personal property under the Code is equal to the tax basis in such personal property and at the Closing, the parties will reasonably agree on a fair market value allocation of value between the Land and Improvements.

(i) The provisions of this Section 9.1 shall survive the Closing.

9.2 Closing Costs.

(a) Partnership. The Partnership shall pay at the Closing all fees and expenses incurred in connection with the transactions contemplated herein, including but not limited to (i) all survey and title costs associated with the Real Property, (ii) all Loan Assumption Costs associated with the Lender Approval, (iii) all Transfer Taxes with respect to the Real Property, (iv) the Partnership’s other due diligence expenses, subject to Section 10.3, (v) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Partnership, and (vi) the legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributor, except as otherwise set forth in Section 9.2(b) below.

(b) Contributor. If this Agreement is terminated by the Partnership as a result of a default by the Contributor pursuant to Section 10.3 below, the Contributor shall be responsible for any and all legal fees and expenses, audit fees and expenses, and financial advisory fees and expenses of the Contributor and the Contributor’s Representative.

(c) Survival. The obligations of the parties under this Section 9.2 shall survive the Closing.

SECTION 10.     TERMINATION; REMEDIES FOR PRE-CLOSING DEFAULTS.

10.1 Termination. Anything to the contrary herein notwithstanding, this Agreement shall terminate and the transactions contemplated hereby abandoned:

(a) Upon termination by either the Partnership or the Contributor if the Closing Contingencies have not occurred on or before the Outside Closing Date; or

(b) Automatically if the Master Contribution Agreement is terminated.

10.2 Effect of Termination. If this Agreement is terminated pursuant to Section 10.1, the Earnest Money Deposit shall be returned to the Partnership and then unless the terms of this Agreement, including Sections 10.3 and 10.4 below, specifically provide otherwise, no Person shall have any further obligations or liabilities hereunder, except for those obligations or liabilities which expressly survive the termination of this Agreement.

10.3 Partnership’s Remedies for Pre-Closing Default. Without affecting any rights contained in Article XI of the Master Contribution Agreement or in the Governance

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Agreement, if any Contributor shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Partnership to the Contributor, then the Partnership’s sole remedy shall be either:

(a) to terminate this Agreement and receive a refund of the Earnest Money Deposit, in which event this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and the Contributor shall, within three (3) Business Days following the termination, reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement;

(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof; or

(c) to compel specific performance of this Agreement, or if the remedy of specific performance is unavailable to the Partnership as a result of Contributed Entity’s intentional transfer of the Property (excluding the transfer of a portion of the Property due to a condemnation, or the transfer of immaterial amounts of personal property in the Ordinary Course) or the Contributor’s intentional transfer of the Interests to a Person other than the Partnership, other than as a result of a foreclosure, deed in lieu thereof, or similar lender remedy, in addition to receiving a refund of the Earnest Money Deposit, then the Contributor shall reimburse the Partnership for all actual out-of-pocket costs and expenses incurred by the Partnership in connection with this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY PARTNERSHIP IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.3 AND THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT THE ABOVE DESCRIBED AMOUNTS CONSTITUTE A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE PARTNERSHIP AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.3, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A PARTNERSHIP IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY CONTRIBUTOR THEREUNDER; AND RECEIPT BY THE PARTNERSHIP OF SUCH AMOUNTS UPON THE CONTRIBUTOR’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

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10.4 Contributor’s Remedy for Pre-Closing Default. If the Partnership shall fail to perform when it is obligated to do so any of the covenants and agreements contained herein and such condition or failure continues for a period of ten (10) Business Days after written notice thereof from the Contributor, then the Contributor’s sole remedy shall be either:

(a) to terminate this Agreement and this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, and within three (3) Business Days following the termination, (i) the Contributor shall be paid the Earnest Money Deposit as liquidated damages, and (ii) the Partnership shall reimburse the Contributor for all actual out-of-pocket costs and expenses incurred by the Contributor in connection with this Agreement;

(b) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Agreed Contribution Value on account thereof;

(c) to compel specific performance of this Agreement.

THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY THE CONTRIBUTOR IF THIS AGREEMENT IS TERMINATED AS SET FORTH IN THIS SECTION 10.4 AND THE PARTNERSHIP AND THE CONTRIBUTOR AGREE THAT THE PAYMENT REQUIRED BY THIS AGREEMENT CONSTITUTES A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY THE CONTRIBUTOR AS AGREED AND LIQUIDATED DAMAGES FOR TERMINATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 10.4, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO A CONTRIBUTOR IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY THE PARTNERSHIP THEREUNDER; AND RECEIPT BY THE CONTRIBUTOR OF THE PAYMENT REQUIRED BY THIS AGREEMENT UPON THE PARTNERSHIP’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.5 Limitations on Liability.

(a) In General. The parties hereto confirm and agree that in each instance herein where a party or its Affiliates is entitled to payment or reimbursement for damages, costs or expenses pursuant to the terms and conditions of this Agreement, any payment or reimbursement made to such party shall be conclusively deemed to be for the account of both such party and its Affiliates, it being acknowledged and agreed that a payment or reimbursement made to such party for damages, costs or expenses shall be sufficient to satisfy all claims for payment or reimbursement of such party and its Affiliates. The parties further confirm and agree that no party hereto (a “Non-Performing Party”) will be deemed to be in default hereunder or be liable for any breach of its representations and warranties under this Agreement if its failure to perform an obligation hereunder is based solely on the non-performance of another party to this Agreement (which other party is not an Affiliate of the Non-Performing Party) or where all conditions precedent to the obligation of such Non-Performing Party to consummate the Closing or Closing under Sections 4 or 5, as applicable, have not been fulfilled.

(b) Maximum Liability Amount. Notwithstanding anything to the contrary contained in this Agreement, if the Closing of the transactions hereunder shall have

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occurred: (i) the Contributor shall have no liability (and the Partnership shall make no claim against the Contributor) for a breach of any representation or warranty or any other obligation of the Contributor or for indemnification under this Agreement or any document executed by the Contributor in connection with this Agreement which relates in any manner to the transactions contemplated hereby unless and only to the extent the valid claims for all such breaches and indemnifications collectively aggregate to more than Ten Thousand Dollars ($10,000.00) (the “Basket”) and the liability of the Contributor under this Agreement and such other documents delivered in connection with the transactions contemplated hereby shall in no event exceed (except as provided below), in the aggregate, an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Cap”); and (iii) in no event shall the Contributor be liable for any consequential or punitive damages.

(c) Constituent Liability. No constituent member or partner in or agent of the Partnership, the Contributor, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, member, partner, participant, representative or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in the Partnership or the Contributor, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Partnership, the Contributor and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Partnership’s and the Contributor’s assets for the payment of any claim or for any performance, and the Partnership and the Contributor, on behalf of themselves and their respective successors and assigns, hereby waive any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent member or partner in the Partnership or the Contributor (or in any other constituent member or partner thereof), nor any obligation of any constituent member or partner in the Partnership or the Contributor (or in any other constituent member or partner thereof) to restore a negative capital account or to contribute capital to the Partnership or the Contributor (or to any other constituent member or partner thereof), shall at any time be deemed to be the property or an asset of the Partnership or the Contributor or any such other constituent member or partner (and neither the Partnership, the Contributor nor any of their respective successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or a member’s or partner’s obligation to restore or contribute). Notwithstanding the foregoing to the contrary, the provisions of this Section 10.5(c) shall have no impact on, and shall be superseded by, any agreement, whether entered into prior to or after the Effective Date, related to the allocation of assets and/or liabilities between the Contributor, its respective successors and assigns, or any constituent member, partner or subsidiary thereof.

(d) The terms of this Section 10 shall survive the Closing and the Closing.

SECTION 11.     INDEMNIFICATION.

11.1 Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold the Partnership and its successors and assigns, ATA, and their respective employees,

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directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which they may suffer or incur by reason of (a) any breach by the Contributor of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Interests or the Contributed Entity prior to the Closing Date, and (c) the ownership or operation of the Contributed Entity or the Property and relating to the period prior to the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period prior to the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time prior to the Closing Date.

11.2 Partnership’s Indemnity. ATA and the Partnership jointly and severally, hereby agree to indemnify and hold the Contributor, the Contributed Entity, the Property Owner and their respective employees, directors, members, partners, affiliates and agents (the “Contributor Indemnitees”) harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor Indemnitees may suffer or incur by reason of (a) any breach by the Partnership of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Interests or the Contributed Entity on or after to the Closing Date, and (c) the ownership or operation of the Contributed Entity, the Property Owner or the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’ operations at any time on or after the Closing Date.

11.3 Indemnification Procedure. All claims for indemnification pursuant to Sections 11.1 or 11.2 (“Claims”) shall be made in a reasonably detailed writing, which shall include, without limitation, the amount so demanded for such Claim (to the extent readily calculable), by the party seeking to be indemnified (the “Indemnified Party”) and sent to the addresses set forth in the notice provisions set forth herein (the “Indemnification Notice”). The making of a Claim pursuant to a properly delivered and reasonably detailed Indemnification Notice shall toll the running of the limitation period set forth above with respect to that specific Claim. The party from which indemnification is sought (the “Indemnifying Party”) shall have ten (10) days after such Indemnification Notice is received to either (i) agree to the Indemnified Party’s demand, or (ii) refuse such demand for indemnification. Should the Indemnifying Party fail to respond to the Indemnified Party’s Indemnification Notice within such ten (10) day period, the Indemnifying Party shall be deemed to have agreed to indemnify the Indemnified Party as requested in such Indemnification Notice. In the event that the Indemnifying Party refuses to indemnify the Indemnified Party pursuant to such Indemnification Notice, the Indemnified Party shall be free to pursue such Claim for indemnity pursuant to the terms of this Agreement with any court of competent jurisdiction.

11.4 Survival. The Terms of this Section 11 shall survive the Closing and Closing.

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SECTION 12.     TAX MATTERS.

12.1 Tax Matters. The Contributor shall pay and indemnify, without duplication, the Contributed Entity, the Property Owner, their Subsidiaries, ATA and the Partnership for the following Taxes (and all related Adverse Consequences, including all out-of-pocket expenses incurred in defending an audit or other claim relating to such Taxes, but excluding any Transfer Taxes):

(a) all such Taxes resulting from a breach of a representation or warranty contained in Section 6.1(f) or a breach of any provision of this Section 12;

(b) with respect to such Taxes attributable to any Pre-Closing Tax Period: (i) all such Taxes of each Contributed Entity, the Property Owner and each of their Subsidiaries; and (ii) all such Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred in such Pre-Closing Tax Period; and

(c) with respect to such Taxes attributable to any Straddle Period: (i) the Taxes of each Contributed Entity, the Property Owner and each of its Subsidiaries attributable to the portion of such Straddle Period that ends on the Closing Date, as determined under Section 12.2; and (ii) the Taxes of any other Person that any Contributed Entity, the Property Owner or any of their Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to, or arose as a result of actions or breaches, incurred on or before the Closing Date, as determined under Section 12.2.

12.2 Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 12.1, the parties agree to use the following conventions:

(a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date;

(b) Except for Transfer Taxes and any other Taxes for which the Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 9.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions:

(i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that

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would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and

(ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

12.3 Cooperation. Each the parties hereto shall provide the Partnership and the Contributor with such assistance as may reasonably be requested in connection with the preparation of any Tax Return or any audit or other Proceeding by any Governmental Authority relating to liabilities for Taxes. Such assistance shall, upon reasonable written notice, include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The Contributor shall provide to the Partnership, the Property Owner and the Contributed Entity with any information that the Contributed Entity and the Property Owner reasonably requests to allow the Partnership, the Property Owner or such Contributed Entity to comply with any information reporting requirements under the Code or other applicable Law.

12.4 Tax Returns.

(a) Pre-Closing Tax Periods. The Contributor shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for any Pre-Closing Tax Periods, and the Contributor shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.

(b) Straddle Periods and Post-Closing Periods. The Partnership shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for all taxable periods of each Contributed Entity, the Property Owner or any of their Subsidiaries other than the Pre-Closing Tax Periods, and the Partnership shall remit or cause to be remitted any Taxes due in respect of such taxable periods. At least 15 days prior to the deadline for the filing of any Tax Return for a Straddle Period (and before the Partnership files such Tax Return), the Partnership shall furnish to the Contributor’s Representative a draft of such Tax Return and Contributor’s Representative shall have the right to review, provide the Partnership written comments on, and approve the portion of such draft Tax Return that relates to Taxes allocable to the portion of the Straddle Period for which the Contributor is responsible.

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12.5 Claims; Tax Proceedings. If any Governmental Authority issues to any Contributed Entity, the Property Owner or any of their Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor is obligated to pay or indemnify the Partnership (collectively, a “Tax Claim”), Partnership shall notify the Contributor’s Representative within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributor would be responsible for all or a portion of such Tax Claim, the Contributor’s Representative may, at the Contributor’s sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributor’s Representative.

12.6 Certain Tax Elections. The Contributor shall not have allowed any Contributed Entity, the Property Owner or any of their Subsidiaries prior to, on, or after the Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to any Contributed Entity, the Property Owner or any of their Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity, the Property Owner or any of their Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of any Contributed Entity, the Property Owner or any of their Subsidiaries for any period ending after the Closing Date.

12.7 Other Treatment.

(a) The Contributor and the Partnership agree for all relevant Tax purposes to treat all indemnification payments to the Partnership pursuant to this Agreement as adjustments to the Agreed Contribution Value.

(b) It is the intent of the Contributor and the Partnership that the transfer by the Contributor of Interests to the Partnership in exchange for (i) OP Units shall be treated as a tax-deferred contribution of a portion of assets to the Partnership under Section 721 of the Code and (ii) cash or ATA Common Stock, including as a result to payments of Agreed Contribution Value pursuant to Section 3.2(b) and (d), shall be treated as a sale of a portion of the assets of the Partnership.

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12.8 Other Provisions. The provisions of this Section 12 shall govern all indemnity claims with respect to Taxes, including, without limitation, claims related to a breach of a representation or warranty contained in Section 6.1(e) or a breach of any provision of this Section 12.

12.9 Survival. The obligations of the Contributor to pay or indemnify for a Tax under this Section 12 shall expire upon the expiration of the applicable statute of limitations (after taking into account any waiver, extension, tolling, or mitigation thereof) of the underlying Tax; provided, however, to the extent that the Contributor’s obligation to pay a Tax arises under a contract or other agreement or arrangement, the Contributor’s obligations under this Section 12 shall not expire until sixty (60) after the expiration of such Contributor’s obligation to pay such Tax under the contract or other agreement or arrangement. All other obligations of the Contributor under this Section 12 shall survive until fully performed.

SECTION 13.     MISCELLANEOUS.

13.1 Drafts not an Offer to Enter into a Legally Binding Contract. The parties hereto agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract with respect to the contribution and sale of the Property. The parties shall be legally bound with respect to the contribution and sale of the Interests pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and the Contributor and the Partnership have fully executed and delivered to each other a counterpart of this Agreement.

13.2 Brokerage Commissions. Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby, and that it reasonably believes that there is no basis for any other person or entity to claim any brokerage commissions, finder’s fees or similar payments or other compensation for bringing about this Agreement or the transactions contemplated hereby. The Contributor shall indemnify and hold harmless the Partnership, and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Contributor. The Partnership shall indemnify and hold harmless the Contributor and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the Partnership. Nothing contained in this Section 13.2 shall be deemed to create any rights in any third party. The provisions of this Section 13.2 shall survive the Closing and the Closing hereunder and any termination of this Agreement.

13.3 Publicity. Except to the extent ATA or the Partnership deems it necessary or advisable in order to satisfy their disclosure obligations under the Securities Act of 1933, as

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amended, and the Securities and Exchange Act of 1934, as amended, and all regulations promulgated thereunder, or as may otherwise be required by Law, none of the Contributor, the Contributor’s Representative, or their respective Affiliates, on the one hand, nor ATA, the Partnership or their respective Affiliates, on the other hand, may issue any press release or other public announcement relating to this Agreement or the transaction contemplated hereby without the prior written approval of the other. In the event ATA or the Partnership deems it necessary or appropriate to issue any press release, file any report of filing with the SEC or make any other public announcement relating to this Agreement or the transaction contemplated hereby, the Partnership shall first consult with and reasonably consider any comments or suggestions of the Contributor’s Representative with respect thereto. Nothing contained herein shall be deemed to prohibit or limit the Partnership’s ability to make any disclosures it deems necessary or advisable to rating agencies, the Lender (including its servicers), the Title Company, potential sources of financing, financial analysts, accountants, attorneys, or to Governmental Authorities in order to satisfy the Closing Contingency set forth in Section 4.6 or to obtain zoning or Property information.

13.4 Notices.

(a) All notices, requests, demands, consents, approvals, elections and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if delivered personally, (ii) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) or (iii) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Contributor’s Representative	DeBartolo Development LLC
or the Contributor, to:	4401 W. Kennedy Boulevard, 3rd Floor
	Tampa, Florida 33609
	Attn: Edward M. Kobel
	Fax: (813) 676-7696
	Email: ekobel@DeBartoloDevelopment.com
with a copy to:	Gray Robinson, P. A.
	201 N. Franklin Street, Suite 2200
	Tampa, Florida 33602
	Attn: Michael J. Nolan
	Fax: (813) 273-5039
	Email:mnolan@gray-robinson.com

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If to the Partnership or ATA, to:	Apartment Trust of America Holdings, L.P.
	4901 Dickens Road, Suite 101
	Richmond, Virginia 23230
	Attn: Stanley J. Olander, Jr.
	Fax: (804) 244-0199
	Email: jolander@atareit.com
with a copy to:	Hunton & Williams LLP
	Riverfront Plaza, East Tower
	951 East Byrd Street
	Richmond, VA 23219-4074
	Attn: Daniel M. LeBey, Esq.
	Fax:(804) 788-8218
	Email: dlebey@hunton.com
	Attn: Andrew J. Tapscott, Esq.
	Fax: (804) 788-8218
	Email: atapscott@hunton.com
If to Title Company, to:	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby S. Moore
	Fax: (214) 570-0210
	Email: debby.moore@cttdallas.com

(b) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

13.5 Waivers, Etc. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof. This Agreement may not be amended nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

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13.6 Assignment; Successors and Assigns. Except as otherwise provided herein, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties; provided, however, the Partnership may assign this Agreement in whole or in part to any of Partnership’s Affiliates; provided, however, such assignment shall not in any way release the Partnership from its obligations or liabilities under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

13.7 Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

13.8 Counterparts, Entire Agreement, Amendments. This Agreement may be executed in two (2) or more counterparts, including by facsimile or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto.

13.9 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTY, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE CONTRIBUTION AND SALE OF THE PROPERTY. IT IS THE PARTIES’ INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO THE PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE.

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(b) For the purposes of any suit, action or proceeding involving this Agreement, the Contributor and the Partnership hereby expressly submit to the jurisdiction of all federal and state courts sitting in the State of New York and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service; provided that a reasonable time for appearance is allowed, and the Partnership agrees that such courts shall have the exclusive jurisdiction over any such suit, action or proceeding commenced by any party. In furtherance of such agreement, the Partnership agrees upon the request of any party to discontinue (or agree to the discontinuance of) any such suit, action or proceeding pending in any other jurisdiction.

(c) The Partnership hereby irrevocably waives any objection that the Partnership may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the State of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) EACH PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

13.10 Performance on Business Days. All time periods expire at 5:00 p.m. Eastern Time on the last day of such time period. In the event the date on which performance or payment of any obligation of a party required hereunder, or the expiration of each period of time hereunder, is other than a Business Day, the time for payment or performance, or the expiration of such time period, shall automatically be extended to the first Business Day following such date.

13.11 Attorneys’ Fees. If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

13.12 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of contributor and acquiror.

13.13 Section and Other Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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13.14 Further Assurances. At and after the Closing Date and the Closing Date, the parties agree to execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the other Transaction Documents and to make effective the transactions contemplated hereby.

13.15 Force Majeure. “Force Majeure” shall mean any Act of God, earthquake, hurricane, flood, fire, or extraordinary weather condition; riot, war, or order of a civil, military or naval authority; strikes, labor disputes, or any other course of events reasonably beyond Buyer’s or the Contributor’s control. In the event that either party shall claim a delay based upon Force Majeure, such party shall immediately advise the other of the commencement and resolution of any Force Majeure event. All time periods shall be extended for the period of time during which the Force Majeure event existed. Such party’s failure to timely advise the other of a Force Majeure event shall be deemed a waiver of such party’s right to claim Force Majeure with respect to such event.

13.16 Time of Essence. Time is of the essence of this Agreement, and of each and every provision hereof, and in the performance of all conditions and covenants to be performed or satisfied by any party hereto.

13.17 Contributor’s Representative. If at any time the Contributor’s Representative ceases to be the manager of the Contributor, then the Contributor hereby irrevocably constitutes and appoints the Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributor’s Representative acting for the Contributor and in the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributor, including for the purposes of: (i) performing the duties of the Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Partnership the payment of the Agreed Contribution Value, and distributing to the Contributor its portion of such funds; (iii) changing the time, date or place of the Closing or Closing; (iv) granting any consent or waiver required or desired of the Contributor by the Partnership pursuant to this Agreement; (v) representing the Contributor in connection with any indemnification related matter, including disputing or settling any claim by the Partnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering all documents contemplated by this Agreement and any other instruments which the Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. The Contributor hereby grants unto the Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 13.17, as fully to all intents and purposes as the Contributor might or could do in person, hereby ratifying and confirming all that the Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled

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with an interest, and are therefore irrevocable without the consent of the Contributor’s Representative and shall survive the bankruptcy of such Person. The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributor’s Representative in accordance with this Section 13.17 or any decisions made by the Contributor’s Representative in accordance with this Section 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributor’s Representative on behalf of a Contributor. The Contributor’s Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributor’s Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of the Contributor to whom payment was due, but not made, shall be to recover from the other Contributor, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributor’s Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

13.18 All or Nothing Transaction. Pursuant to the terms of this Agreement, the Contributor agrees to contribute to the Partnership, and the Partnership agrees to receive from Contributor, all of the Interests of the Contributed Entity in consideration for the Agreed Contribution Value. The sale of the Interests shall be on an “all or nothing” basis, and the Partnership shall not be required to consummate the transactions contemplated by this Agreement unless the Contributor conveys all of the Interests to the Partnership.

13.19 Survival. Except for the provisions of this Agreement which are expressly intended to survive the termination of this Agreement or the Closing, the rights and obligations of each party hereto shall not survive the termination of this Agreement or the Closing.

13.20 ATA’s SEC Filings. The Contributor acknowledges that the Partnership is a subsidiary of ATA, which is a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that may include audited and unaudited financial statements with respect to the Property, the Property Owner, the Contributed Entity and their Subsidiaries, including the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist ATA in preparing the SEC Filings and any required audited financial statements, the Contributor agrees to (a) within thirty (30) days after the date of this Agreement, and at ATA’s request, any time thereafter until the first anniversary of the Closing Date, deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit I (the “Audit Inquiry Letter”) to the Contributor’s counsel prior to Closing and deliver to ATA an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (b) at ATA’s request at any time until the first anniversary of

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the Closing Date, deliver a representation letter in the form requested by ATA’s auditors to ATA, and (c) provide ATA, within thirty (30) days after the date of this Agreement, such financial and other data and information relating to the Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA and its registered independent accounting firm may reasonably require in order to enable ATA and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to the Contributed Property, the Property Owner, the Contributed Entity and their Subsidiaries as ATA deems necessary to include in its SEC Filings, including but not limited to (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from the Contributor to ATA’s registered independent accounting firm in a form acceptable to ATA (provided that in no event shall the Contributor have any liability to ATA or such registered independent accounting firm for the assurances or representations made therein, but the Contributor shall reasonably cooperate, at no cost or expense to the Contributor, in connection with such audit, including, if required by ATA’s registered independent accounting firm, answering a standard Statement on Auditing Standards No. 99 questionnaire from such registered independent accounting firm). The provisions of the foregoing Section shall survive the Closing for a period of 365 days. The Partnership or ATA shall reimburse the Contributor for its actual and documented out-of-pocket expenses in connection with compliance with this Section.

13.21 Legends.

(a) For as long as the OP Units and the ATA Common Stock, if any, issued pursuant to this Agreement are not registered under the Securities Act, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED IN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

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(b) In addition to any legends required by the Charter, for as long as the ATA Common Stock, if any, issued pursuant to this Agreement or upon the redemption of OP Units issued pursuant this Agreement is subject to the restrictions set forth in the Governance Agreement and the Registration Rights Agreement, each certificate evidencing such securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE CORPORATE GOVERNANCE, VOTING AND RESALE RESTRICTION AGREEMENT, DATED AS OF August 3, 2012, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF August 3, 2012, RELATING TO APARTMENT TRUST OF AMERICA, INC. AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREOF. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.”

If any such shares of ATA Common Stock cease to be subject to the restrictions referred to above, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such shares of ATA Common Stock without the legends required by this Section 13.21(b) endorsed thereon.

13.22 Escrow Agent. Each of the Contributor, the Contributor’s Representative, the Partnership and ATA acknowledge and agree that the duties of the Escrow Agent under this Agreement are purely ministerial, that in no event shall the Escrow Agent have any duty to inquire as to the validity, effectiveness, genuineness, authorization or necessity of any notice hereunder and that except as expressly provided below, the Escrow Agent shall be entitled to conclusively rely upon its receipt of any of the same despite any objection or claim of any kind or nature by any of the Contributor, the Contributor’s Representative, the Partnership or ATA. The Escrow Agent shall not be liable for any action taken or omitted in good faith, without gross negligence or willful misconduct and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, including, without limitation, its release and delivery of the Earnest Money Deposit, and it may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other document believed by it to be genuine and to have been made, sent, signed or presented by any of the Contributor, the Contributor’s Representative, the Partnership or ATA. If for any reason Closing does not occur and any party makes a written demand upon the Escrow Agent for payment or delivery of the Earnest Money Deposit or then held by the Escrow Agent, the Escrow Agent shall give written notice to the other parties of such demand. If the Escrow Agent does not receive a written objection from the other parties to the proposed payment within ten (10) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment or delivery.

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If the Escrow Agent does receive such written objection within such ten (10) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Earnest Money Deposit until otherwise directed by written instructions from the parties hereto or a final judgment of a court of competent jurisdiction. The Escrow Agent shall, however, have the right at any time to file a suit with a court of competent jurisdiction and to deliver or pay the Earnest Money Deposit to such court (or an officer thereof). The Escrow Agent shall give written notice of such deposit to the Contributors and the Partnership. Upon such deposit, the Escrow Agent shall be relieved of and discharged from all further obligations and responsibilities hereunder. Notwithstanding any other provisions of this Agreement, the Contributor, the Contributor’s Representative, the Partnership and ATA jointly and severally indemnify and hold harmless the Escrow Agent against any loss, damages, liability or expense (including, without limitation, reasonable attorneys fees and expenses) incurred in connection with this Agreement (including, without limitation, the cost and expense of defending itself against any claim or liability), except for losses resulting from the gross negligence of willful misconduct of the Escrow Agent arising out of or in connection with or in any way relating to the terms of this Agreement.

SECTION14. GUARANTY BY ELRH OF CASH PAYMENT

In consideration of the covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged to be of material value to ELRH, including, without limitation, the matters described in Section 14.3 below, ELRH hereby, agrees as follows:

14.1 Guaranty. Provided that (a) no default on the part of any party exists hereunder, (b) all of the conditions to each party’s obligations to close under Sections 4 and 5 hereof, respectively, have been satisfied or waived, other than the Partnership’s obligation to pay the entire cash portion of the Agreed Contribution Value in the aggregate amount of Six Million and No/100 Dollars ($6,000,000.00) as set forth in Section 3.2(b) hereof (the “Cash Payment Obligation”) and (c) the Partnership fails to pay all or any portion of the Cash Payment Obligation, then ELRH shall and hereby does unconditionally guarantee to the Contributor prompt and full payment by ELRH to the Partnership, pursuant to the terms of Section 1.5(b) of the MCA, in an amount equal to the portion of the Cash Payment Obligation not paid by the Partnership to the Contributor.

14.2 Nature of Guaranty. The guaranty contained in this Section 14 (this “Guaranty”) is a continuing, absolute and unconditional guaranty of the obligation set forth in Section 14.1 above and ELRH’s liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by the Partnership without requiring the Contributor to resort to any other person or entity or any other right, remedy or collateral.

14.3 Consideration. ELRH acknowledges and agrees that (a) it is a party to the Master Contribution Agreement and will obtain a material financial benefit from the closing of the transactions contemplated in the Master Contribution Agreement and this Agreement, (b) the Contributors will not enter in this Agreement without this Guaranty and (c) as an inducement for the Contributors to enter into this Agreement with the Partnership, ELRH has agreed to provide this Guaranty:

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14.4 Termination of this Guaranty. This Guaranty shall terminate automatically and ELRH shall have no liability hereunder upon (a) the Closing of the transactions contemplated in this Agreement; (b) unless a prior claim is made hereunder, the termination of this Agreement or (c) full payment by ELRH to the Partnership, pursuant to the terms of Section 1.5(b) of the Master Contribution Agreement, in an amount equal to the Cash Payment Obligation not paid by the Partnership to Contributor.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties have caused this Contribution and Sale Agreement to be executed as a sealed instrument as of the Effective Date.

PARTNERSHIP:
APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership
By:	Apartment Trust of America, Inc., a Maryland corporation
Its:	General Partner

By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and Chairman of the Board of Directors

ATA:

APARTMENT TRUST OF AMERICA, INC.,

a Maryland corporation

By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and Chairman of the Board of Directors

[Signature Page of Andros Interest Contribution Agreement]

CONTRIBUTOR’S REPRESENTATIVE:

DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company

By:	/s/ Edward M. Kobel
Name:	Edward M. Kobel
Title:	Manager

CONTRIBUTOR:

DK GATEWAY ANDROS II, a Florida limited liability company

By:	DeBartolo Development, LLC
Its:	Manager

By:	/s/ Edward M. Kobel
Name:	Edward M. Kobel
Title:	Manager

[Signature Page of Andros Interest Contribution Agreement]

JOINDER OF ELRH

The undersigned has caused this Interest Contribution Agreement to be executed as a sealed instrument as of the Effective Date solely for the purpose of agreeing and consenting to be bound by Section 14 of this Agreement.

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
By:	JLCo, LLC, a Florida limited liability company, its manager

By:	/s/ Joseph Lubeck
	Joseph Lubeck President

[Signature Page of Andros Interest Contribution Agreement]

JOINDER OF ESCROW AGENT

Escrow Agent joins in the execution of this Agreement for the express purposes of (i) acknowledging receipt of the Earnest Money Deposit and (ii) agreeing to be bound by the provisions set forth in this Agreement with respect to the disposition of the Earnest Money Deposit.

ESCROW AGENT:

HUNTON & WILLIAMS LLP

By:	/s/ Andrew J. Tapscott
Name:	Andrew J. Tapscott
Title:	Partner

Exhibit A

Legal Description of the Land

Lot 3, Andros Isles, according to the Plat thereof as filed in Map Book 55, Page 87, Public Records of Volusia County, Florida

TOGETHER WITH those easements for the benefit of the subject property pursuant to the Easement Agreement dated July 23, 2008, recorded October 27, 2008, in Official Records Book 6289, Page 3030 of the Public Records of Volusia County, Florida.

TOGETHER WITH those Easements set out in that certain Easements With Covenants and Restrictions Affecting Land and Owner’s Association Provisions for Andros Isles Villages Development dated February 11, 2011, recorded February 16, 2011 in Official Records Book 6564, Page 4818 and amended in that certain Amendment recorded in Official Records Book 6579, Page 1401, all of the Public Records of Volusia County, Florida.

1

Exhibit B

Rent Roll

1

Exhibit C

Loan Documents

1. Mortgage, by and between DK Gateway Andros, LLC, a Florida limited liability company, as mortgagor, and First Housing Development Corporation of Florida, a Florida corporation, as mortgagee, dated March 29, 2011, recorded March 29, 2011, in Official Record Book 6577, Page 1602, of the Public Records of Volusia County, Florida, securing a loan in the aggregate amount up to $29,851,300.00.

2. Regulatory Agreement for Multifamily Housing Projects, dated March 29, 2011, between DK Gateway Andros, LLC, and First Housing Development Corporation of Florida, recorded March 29, 2011, in Official Record Book 6577, Page 1609, of the Public Records of Volusia County, Florida.

3. UCC-1 Financing Statement listing DK Gateway Andros, LLC, as debtor, and First Housing Development Corporation of Florida and Secretary of Housing and Urban Development, as secured parties, filed March 29, 2011 in Official Records Book 6577, Page 1619, of the Public Records of Volusia County, Florida.

4. UCC-1 Financing Statement listing DK Gateway Andros, LLC, as debtor, and First Housing Development Corporation of Florida and Secretary of Housing and Urban Development, as secured parties, filed at the Secretary of State’s Office of the State of Florida as File No.             .

5. Certificate for Organizational Documents of DK Gateway Andros, LLC, dated March 29, 2011.

6. Resolution/Consent of Sole Member of DK Gateway Andros, LLC, dated March 29, 2011.

7. Certificate for Organizational Documents of Fortis Kobel, LLC, dated March 29, 2011.

8. Action in Writing by the Sole Member of Fortis Kobel, LLC, dated April 14, 2010.

9. Security Agreement dated March 29, 2011, among DK Gateway Andros, LLC, a Florida limited liability company, as debtor, and First Housing Development Corporation of Florida, a Florida corporation, as secured party.

10. Mortgage Note dated March 29, 2011, from DK Gateway Andros, LLC, a Florida limited liability company, to First Housing Development Corporation of Florida, a Florida corporation, in the original principal amount of $29,851,300.00.

11. Certification Regarding Permits for Carports, dated March 29, 2011.

12. Certification Regarding Utilities and Streets, dated March 29, 2011.

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13. Building Loan Agreement dated March 29, 2011, between DK Gateway Andros, LLC, a Florida limited liability company, as borrower, and First Housing Development Corporation of Florida, a Florida corporation, as lender.

14. Completion Assurance Agreement dated March 29, 2011, among DDF Construction, LLC d/b/a DeBartolo Construction Services, LLC, a Florida limited liability company, as contractor, DK Gateway Andros, LLC, a Florida limited liability company, as owner, and First Housing Development Corporation of Florida, a Florida corporation, as lender.

15. Certification of Architectural/Engineering Fees, dated March 29, 2011.

16. Mortgagor’s and Architect’s Certificate of Payment, dated March 29, 2011.

17. Mortgagor’s and Engineer’s Certificate of Payment, dated March 29, 2011.

18. Escrow Agreement Additional Contribution by Sponsors, dated March 29, 2011.

19. Mortgagee’s Certificate, dated March 29, 2011.

20. Mortgagor’s Certificate, dated March 29, 2011.

21. Mortgagor’s Oath, dated March 29, 2011.

22. Equal Employment Opportunity Certification, dated March 29, 2011.

23. Assurance of Compliance With Department of Housing and Urban Development Regulations Under Title VI of The Civil Rights Act of 1964, dated March 29, 2011.

24. Mortgagor’s Byrd Amendment Certification for Contracts, Grants, Loans and Cooperative Agreements, dated March 29, 2011.

25. Mortgagee’s Byrd Amendment Certification for Contracts, Grants, Loans and Cooperative Agreements, dated March 29, 2011.

26. Low Income Housing Tax Credit Certification, dated March 29, 2011.

27. Agreement and Certification dated March 29, 2011, between DK Gateway Andros, LLC, a Florida limited liability company, as mortgagor, and First Housing Development Corporation of Florida, a Florida corporation, as mortgagee.

28. Application for Insurance of Advance of Mortgage Proceeds, dated March 29, 2011.

29. Lender’s Assurance of Permanent Financing (First housing Commitment Letter) dated February 9, 2011.

30. Working Capital/Equipping and Renting Escrow Reserve, dated March 29, 2011.

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31. Certification Regarding Compliance with Permits, Construction of Improvements Above 100 Year Flood Elevation and Flood Insurance During Construction, dated March 29, 2011.

32. Applicant/Recipient Disclosure/Update Report, dated March 29, 2011.

33. Certification Regarding Affirmative Fair Housing Marketing Plan, dated March 29, 2011.

34. Furnishings, Fixtures and Equipment Escrow Agreement, dated March 29, 2011.

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Exhibit D

Form of Tax Protection Agreement

1

Exhibit E

Form of Assignment and Assumption Agreement

1

Exhibit F

Form of Interest Assignments

1

Exhibit G

Form of Loan Indemnification Agreement

1

Exhibit H

Release of Claims

1

Exhibit I

Form of Audit Inquiry Letter

1

Exhibit J

Form of Joinder to Registration Rights Agreement

1

Exhibit K

Form of Joinder to Partnership Agreement

1

Schedule 1

List of Other Contribution Agreements

1. Interest Contribution Agreement dated August 3, 2012, by and among DK Bay Breeze, LLC, as Contributor, DeBartolo Development, LLC, as Contributor’s Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Bay Breeze Villas in Cape Coral – Ft. Myers, Florida.

2. Interest Contribution Agreement dated August 3, 2012, by and among DK Esplanade, LLC and DK Esplanade II, LLC, as Contributors, DeBartolo Development, LLC, as Contributors’ Representative, Apartment Trust of America Holdings, L.P., and Apartment Trust of America, Inc., pertaining to the Esplanade Apartments in Orlando, Florida.

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Schedule 2.2(c)

Objections List

1. Provide confirmation that Notice of Commencement recorded March 29, 2011 in Official Records Book 6577, page 1625, Public Records of Volusia County, Florida is in connection with the current construction of the apartment buildings which is not yet complete.

2. Provide information on whether the Andros Villages Residential Planned Unit Development Agreement recorded in Official Records Book 6233, page 4931 Public Records of Volusia County, Florida has been assigned to the current property owner. In addition, if it was assigned, please provide evidence whether the City of Daytona Beach, Florida consented to such assignment.

3. Possible Survey Matters

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Schedule 3.2(c)(ii)

List the Contributor if Eligible for Tax Protection

1. DK Gateway Andros II, LLC

1

Schedule 6.1(b)

Capitalization and Title to Interests

Owner of Interests in Contributed Entity	Percentage Ownership in Contributed Entity
DK Gateway Andros II, LLC		100	%
Total:		100	%

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Schedule 6.1(d)

List of Subsidiaries

None

1

Schedule 6.1(i)

Leased FF&E

1

Schedule 6.1(j)

Schedule of Non-Terminable Contracts

1

Schedule 6.1(l)

Litigation

1

Schedule 6.2

Due Diligence Material

1. Property Conditions Reports

2. Certificates of Occupancy

3. Site Plans and Floor Plans

4. As-Built Plans and Specifications

5. Property Photographs

6. Preliminary Title Report, Title Policies, and Underlying Title Documents

7. Existing Surveys

8. Zoning Compliance Reports and Zoning Compliance Letters

9. Rent Roll

10. Income and Expense Statements, Year End Financial and monthly Operating Statements for 2009 – 2011 and 2012 Year to Date

11. 2012 Operating Budget

12. Report of Past 3 Years’ Capital Improvements

13. Capital Budget for Forward 3 Years

14. Aged Delinquency Report

15. Lease Expiration Report

16. Security Deposit and Pet Deposit Reports

17. General Ledger Report

18. Service, Maintenance, Repair, Leasing, Pest Control, Supply and Management Contracts, and Equipment Leases

19. Utility Bills (past 2 years)

20. Utility Permits and Deposits

21. Property Tax Bills and All Assessments (past 3 years)

22. All Environmental Reports and any other environmental related inspections or mitigation reports

23. All Engineering/Physical Condition/Soils Reports

24. Termite Report and Termite Bond

25. Copies of pending insurance claims

26. Personal Property and Inventory List

27. ADA Report

28. All Warranties and Guarantees

29. Standard Lease Form

30. Resident Demographic Report

31. Permits, Licenses, and Governmental Approvals

32. Insurance Certificate and a statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of the Property or the Property Owner

33. All contracts for repair or capital replacement covering work performed at the Real Property during the immediately preceding three (3) years if the contract price was in excess of $10,000

34. Seismic Report (if any)

35. Flood Insurance (if any)

36. Litigation or Condemnation Proceedings (if any)

37. Tenant Leases (to be available at the property)

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Schedule 8.8

Required Capital Improvements

EX-10.23

Exhibit 10.23

FORM OF TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of                     , 2012 by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”), APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), and             (the “Contributor”).

WHEREAS, the Contributor, pursuant to that certain Interest Contribution Agreement, dated as of                     , 2012, (the “Contribution Agreement”), is contributing (the “Contribution”) its [partnership/limited liability company interest] in [            ], to the Partnership in exchange for common partnership units of limited partnership interest in the Partnership (“Units”) [To be tailored based on deal structure];

WHEREAS, it is intended for federal, state and local income tax purposes that the Contribution for Units will be treated as a tax-deferred contribution of assets to the Partnership for Units under Section 721 of the Code;

WHEREAS, in consideration for the agreement of the Contributor to make the Contribution, the parties desire to enter into this Agreement regarding certain tax matters as set forth herein; and

WHEREAS, the REIT and the Partnership desire to evidence their agreement regarding amounts that may be payable in the event of certain actions being taken by the Partnership regarding the disposition of certain of the contributed assets and regarding certain minimum debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements contained herein and in the Contribution Agreement, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“AAA” has the meaning set forth in Section 3.2.

“Accounting Firm” has the meaning set forth in Section 3.2.

“Agreement” has the meaning set forth in the Preamble.

“Bottom Dollar Guarantee” has the meaning set forth in Section 2.1(b).

“Cash Consideration” has the meaning set forth in Section 2.1.1.

“Closing Date” means the date on which the Contribution will be effective.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Consent” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“Contribution” has the meaning set forth in the Recitals.

“Contributed Property” means the real estate property or real estate properties directly or indirectly transferred to the Partnership by the Contributors and listed on Schedule 2.1(b) hereto and referred to herein individually as a “Contributed Property” and collectively, as the “Contributed Properties”.

“Contribution Agreement” has the meaning set forth in the Recitals.

“Contributor” has the meaning set forth in the Preamble.

“Dispute” has the meaning set forth in Section 3.2.

“Final Determination” means (i) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final after all allowable appeals by either party to the action have been exhausted or after the time for filing such appeals has expired, (ii) a binding settlement agreement entered into in connection with an administrative or judicial proceeding (iii) the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto or (iv) the expiration of the time for instituting suit with respect to a claimed deficiency.

“Gain Limitation Property” means (i) the property[ies] identified on Schedule 2.1(b) hereto as a Gain Limitation Property; (ii) any other property or asset hereafter acquired by the Partnership or any direct or indirect interest owned by the Partnership in any entity that owns an interest in a Gain Limitation Property, if the disposition of that property or asset would result in the recognition of Protected Gain by a Protected Partner or an Indirect Owner; and (iii) any other property that the Partnership directly or indirectly receives that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Gain Limitation Property.

“Indirect Owner” means, in the case of a Protected Partner that is an entity that is classified as a partnership, disregarded entity, subchapter S corporation, or real estate investment trust for federal income tax purposes, any person owning an equity interest in such Protected Partner, and in the case of any Indirect Owner that itself is an entity that is classified as a partnership, disregarded entity, subchapter S corporation, or real estate investment trust for federal income tax purposes, any person owning an equity interest in such entity.

“Minimum Liability Amount” means, for each Protected Partner, means, as to each Protected Partner, the amount of indebtedness of the Partnership which needs to be allocated to such Protected Partner pursuant to Section 752 of the Code so that such Protected Partner will not recognize any Protected Gain, as set forth on Schedule 2.1(d), as may be

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amended as provided herein. The initial Minimum Liability Amount for each Protected Partner as of the date of this Agreement is set forth next to such Protected Partner’s name on Schedule 2.1(d) hereto and represents the sum of each Protected Partner’s negative tax capital account as the Closing Date plus the additional amount set forth next to such Protected Partner’s name on Schedule 2.1(d), representing the partner’s anticipated increase in negative tax capital account during the Tax Protection Period (such anticipated increase can apply even if such partner does not have an initial negative tax capital as of the Closing Date). It is understood that the Minimum Liability Amount set forth on Schedule 2.1(d) is believed by each Protected Partner to be the requisite amount but until tax returns are completed for the Protected Partners and/or for the relevant entities in which the Protected Partners hold interests such amounts are not final, and after the date hereof, until April 25, 2013, a Protected Partner may provide to the Partnership a the correct Minimum Liability Amount reflecting any such final determination of the negative tax capital account as the Closing Date (but in no event shall such adjusted Minimum Liability Amount exceed 110% of the initial Minimum Liability Amount estimated at the Closing Date), and ten (10) days after receipt thereof by the Partnership, Schedule 2.1(d) shall be deemed amended to reflect such other amount, provided that the Partnership shall not be responsible for any Protected Partner Taxes (including, without limitation, any obligation to pay monetary damages under Section 3.1) on account of any increase (but only as to such increase) in the Minimum Liability Amount as a result of any such changes pursuant to this sentence if prior to the deemed amendment to Scheduled 2.1(d) as a result of any such notification of change, Protected Gain as to such increase in the Minimum Liability Amount has already been incurred.

“New York Courts” has the meaning set forth in Section 3.3.

“Non-Recourse Indebtedness” means the type of indebtedness which is described in Treasury Regulation Section 1.752-1(a)(2), provided that if under this Tax Protection Agreement such indebtedness of the Partnership is to be guaranteed by a Contributor, then “Non-Recourse Indebtedness” means the type of indebtedness which would be described in Treasury Regulation Section 1.752-1(a)(2) but for any such guarantee(s).

“Partnership” has the meaning set forth in the Preamble.

“Partnership Agreement” means the Agreement of Limited Partnership of Apartment Trust of America Holdings, L.P. (f/k/a Grubb & Ellis Apartment REIT Holdings, LP), dated December 27, 2005, as amended on June 3, 2010, June 28, 2011 and [            ] [    ], 2012, and as the same may be further amended in accordance with the terms thereof.

“Partnership Interest Consideration” has the meaning set forth in Section 2.1.1.

“Protected Gain” shall mean the income or gain that would be allocable to and recognized by a Protected Partner or Indirect Owner under Section 704(c) of the Code in the event of the sale of a Gain Limitation Property or any interests in Gain Limitation Property in a fully taxable transaction. The amount of Protected Gain with respect to the Contributor shall be determined as if the Partnership sold each Gain Limitation Property in a fully taxable transaction on the Closing Date for consideration equal to the Section 704(c) Value of such Gain Limitation Property on the Closing Date. The initial Protected Gain for each Protected Partner as of the date of this Agreement is set forth next to such Protected Partner’s name on Schedule 2.1(b) hereto

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and represents the sum of each Protected Partner’s estimated Protected Gain. It is understood that the initial Protected Gain set forth on Schedule 2.1(b) is believed by each Protected Partner to be the requisite amount but until tax returns are completed for the Protected Partners and/or for the relevant entities in which the Protected Partners hold interests such amounts are not final, and after the date hereof, until May 15, 2013, a Protected Partner may provide to the Partnership the correct Protected Gain reflecting any such final determination, and ten (10) days after receipt thereof by the Partnership, Schedule 2.1(b) shall be deemed amended to reflect such other amount, provided that the Partnership shall not be responsible for any Protected Partner Taxes (including, without limitation, any obligation to pay monetary damages under Section 3.1) on account of any increase (but only as to such increase) in the Protected Gain as a result of any such changes pursuant to this sentence if prior to the deemed amendment to Scheduled 2.1(b) as a result of any such notification of change, Protected Gain as has already been incurred. Gain that would be allocated to a Protected Partner upon a sale of a Gain Limitation Property that is “book gain” (for example, any gain attributable to appreciation in the actual value of the Gain Limitation Property following the Closing Date or any gain resulting from reductions in the “book value” of the Gain Limitation Property, as determined under Section 704(b), following the Closing Date) shall not be considered Protected Gain. (As used in this definition, “book gain” is any gain that would not be required under Section 704(c) of the Code and the applicable regulations to be specially allocated to the Protected Partners, but rather would be allocated to all partners in the Partnership, including the REIT, in accordance with their respective economic interests in the Partnership.) Notwithstanding the other terms of this definition other than this final sentence, in the case of a breach of Section 2.1, the term Protected Gain shall equal the amount of income or gain recognized by a Protected Partner or Indirect Owner resulting from such breach (e.g., gain allocable under Section 731 or 465), but not to exceed the amount otherwise calculated under this definition (relating to Section 704(c) gain).

“Protected Partner” means the Contributor and any persons who (i) acquire Units from a Protected Partner in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s adjusted basis for federal income tax purposes is determined in whole or in part by reference to the adjusted basis of the Protected Partner in such Units, (ii) has notified the Partnership of its status as a Protected Partner and (iii) provides all documentation reasonably requested by the Partnership to verify such status, but excludes any person that ceases to be a Protected Partner pursuant to this Agreement. The name of the initial Protected Partner is set forth on Schedule 2.1(a) hereto.

“Protection Percentage” is the percentage shown in Schedule 2.1(c) applicable to the date the Partnership recognizes the Protected Gain for tax purposes (e.g., a taxable sale occurring on or after the day following the first anniversary of the Closing Date and before the second anniversary of the Closing Date has an 85.71% Protection Percentage).

“Qualified Debt” means Non-Recourse Indebtedness which also constitutes “qualified nonrecourse financing” within the meaning of Section 465(b)(6) of the Code.

“REIT” has the meaning set forth in the Preamble.

“Rules” has the meaning set forth in Section 3.2.

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“Section 704(c) Value” means the fair market value of any Gain Limitation Property as of the Closing Date, as determined pursuant to the Contribution Agreement and as set forth next to each Gain Limitation Property on Schedule 2.1(b) hereto. The Partnership shall initially carry the Gain Limitation Property on its books at a value equal to the Section 704(c) Value as set forth in the preceding sentence.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest that owns a Gain Limitation Property on the Closing Date, after giving effect to the Contribution, or that thereafter is a successor to the Partnership’s direct or indirect interests in a Gain Limitation Property.

“Successor Partnership” has the meaning set forth in Section 2.1.2.

“Tax Protection Period” means the period commencing on the Closing Date and ending at 12:01 AM on                     , 2019 [insert day after seventh anniversary of closing date], provided, however, that the Tax Protection Period shall terminate at such time as (i) the Contributor (or one or more successor Protected Partners) has disposed of 50% or more of the Units received, directly or indirectly, pursuant to the Contribution Agreement by the Contributor in one or more taxable transactions or (ii) there is a Final Determination that no portion of the Contribution qualified for tax-deferred treatment under Section 721 of the Code. In determining whether a Protected Partner has disposed of 50% of more of the Units above, it is contemplated that the Contributor may distribute Units to its Indirect Owners and after such distribution the 50% shall be measured solely against the specific quantity of Units held by each successor Protected Partner.

“Tax Protection Provision” shall mean the provisions under Article 2 of this Agreement.

“Units” has the meaning set forth in the Recitals.

ARTICLE 2

RESTRICTIONS ON DISPOSITIONS OF

GAIN THRESHOLD PROPERTIES AND MINIMUM DEBT THRESHOLDS

2.1 Restrictions on Disposition of Gain Limitation Properties.

2.1.1 The Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property or any interest therein, without regard to whether such disposition is voluntary or involuntary, in a transaction that would cause the Protected Partners or the Indirect Owners to recognize any Protected Gain.

Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the prohibition shall extend to:

(i) any direct or indirect disposition by any direct or indirect Subsidiary of any Gain Limitation Property or any interest therein;

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(ii) any direct or indirect disposition by the Partnership of any Gain Limitation Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and

(iii) any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder.

Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or any Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

Notwithstanding the foregoing, this Section 2.1 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation of the Partnership pursuant to which (1) the Protected Partner is offered as consideration for the Units either cash or property treated as cash pursuant to Section 731 of the Code (“Cash Consideration”) or partnership interests that are substantially equivalent (including value and profit and loss sharing) to the Units disposed of, and the receipt of such partnership interests would not result in the recognition of gain for federal, state, or local income tax purposes by the Protected Partner (“Partnership Interest Consideration”); (2) the Protected Partner has the right to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement; (3) no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration; and (4) the Protected Partner elects or is deemed to elect to receive solely Cash Consideration.

2.1.2 Notwithstanding the restriction set forth in this Section 2.1, the Partnership and any Subsidiary may dispose of any Gain Limitation Property (or any interest therein) if such disposition qualifies as a “like-kind exchange” under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units (including no taxable gain under Sections 465 or 731(a) of the Code); provided, however, that in the case of a “like-kind exchange” under Section 1031 of the Code, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Gain Limitation Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) of the Code to apply with respect to such Gain Limitation Property (including by reason of the application of Section 1031(f)(4) of the Code) shall be considered a violation of this Section 2.1 by the Partnership.

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2.1.3 Allocation of Indebtedness.

(a) Maintenance of Indebtedness. With respect to the Protected Partner, the Partnership agrees to maintain, or caused to be maintained, from time to time, sufficient indebtedness pursuant to the requirements set forth below in this Section 2.1.3 such that, pursuant to Treasury Regulation Section 1.752-3 and, to the extent provided for in clause (d) below, pursuant to Treasury Regulation Section 1.752-2, the Property Partner is allocated as its share of the indebtedness of the Partnership, an amount at least equal to the Minimum Liability Amount.

(b) Notification Requirement. During the Tax Protection Period, the Partnership shall provide (1) written notice to the representatives of the Protected Partner, on an annual basis, no later than November 1 of each year, of the Partnership’s reasonable belief of the estimated amount of Non-Recourse Indebtedness that will be allocated to the Protected Partner during the next year, taking into account reasonably anticipated debt amortization and Section 704(c) amortization; and (2) prior written notice to a Protected Partner if the Partnership intends to, modify, repay, retire, refinance, have collateral released, or otherwise reduce (other than scheduled amortization) the amount of liabilities with respect to a Gain Limitation Property (or with respect to a liability with respect to which the Protected Partner has a “bottom dollar guarantee” outstanding), in each case, in a manner that is reasonably anticipated to cause a Protected Partner to recognize gain or loss for federal income tax purposes. Any such notice under (2) shall be given at least thirty (30) days prior to any such repayment or refinancing except that notices for events occurring within 45 days after the Closing Date shall be provided as reasonably in advance as practical but in no event less than (10) days prior to any such repayment or refinancing. The failure to comply with the notification requirement under (1) above shall not result in any indemnification obligation for the Partnership or the REIT under Section 3.1.

(c) Special Allocation of Liabilities. If the Partnership is required to provide notice to a Protected Partner pursuant to clause (2) of Section 2.1.3(b), the Partnership shall cooperate with the Protected Partner to arrange a special allocation of liabilities of the Partnership to the Protected Partner in such amount or amounts so as to increase the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code by an amount necessary to prevent the Protected Partner from recognizing gain or loss for federal income tax purposes as a result of the intended repayment, retirement, refinancing or other reduction (other than scheduled amortization) in the amount of liabilities with respect to a Gain Limitation Property. The Partnership shall first provide the Protected Partner with Qualified Debt so as to provide allocations of Qualified Debt to a Protected Partner pursuant to the provisions of Treasury Regulation Section 1.752-3(a)(2) or 1.752-3(a)(3) and Section 465 of the Code and the Partnership shall also offer to the Protected Partner the opportunity either (i) to enter into a “bottom dollar guarantee” meeting the requirements of Section 2.1.3(d) of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(e)) (a “Bottom Dollar Guarantee”) in an amount such that, when added to amounts to be allocated pursuant to the preceding portions of this sentence, totals not less than the Minimum Liability Amount. Such Bottom Dollar Guarantee shall provide that the lender of the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any Bottom Dollar Guarantees) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantee only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is

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less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each Protected Partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such Protected Partner and/or (ii) to enter into a “deficit restoration obligation” pursuant to which the Protected Partner would enter into a written obligation to restore part or all of its deficit capital account in the Partnership upon the occurrence of certain events (which written obligation may provide for an indemnity in favor of the REIT as general partner of the Partnership). In order to minimize the need to specially allocate liabilities of the Partnership pursuant to the preceding sentence, the Partnership will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Non-Recourse Indebtedness attributable to a Gain Limitation Property (for purposes Treasury Regulations Section 1.752-3) to the Protected Partner to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Non-Recourse Indebtedness considered secured by such Gain Limitation Property and allocated to the Protected Partner under Treasury Regulations Section 1.752-3(a)(2). For the avoidance of doubt, if the Partnership satisfies its obligations under Section 2.3(b) and Section 2.3(c) and either (i) the Protected Partner elects not to enter into a Bottom Dollar Guarantee or deficit restoration obligation or (ii) there is a Final Determination that the Bottom Dollar Guarantee or deficit restoration obligation did not cause a special allocation of liabilities for federal income tax purposes to the Protected Partner in the full amount intended, then the Partnership shall have no liability for monetary damages under Section 3.1 for any Taxes recognized by the Protected Partner as a result of such election or Final Determination.

(d) Bottom Dollar Guarantee Terms. The Bottom Dollar Guarantee shall be of either (I) new (including refinanced or modified) secured Qualified Debt of the Partnership fulfilling the requirements set forth immediately below, (II) new (including refinanced or modified) unsecured, unsubordinated Qualified Debt of the Partnership, or (III) if no debt of the Partnership under clauses (I) or (II) is either then being incurred contemporaneously with the repayment or refinancing subject to a notification under Section 2.1.3(b) or such debt does not meet the other requirements of Section 2.1.3 applicable to any such debt, existing secured or unsecured Qualified Debt of the Partnership. Any such debt of the Partnership so guaranteed by a Protected Partner for which the Protected Partner is allocated a share of the Partnership’s indebtedness under Treasury Regulation Section 1.752-2 is herein referred to as “Guaranteed Debt”.

The requirements of Qualified Debt for purposes of this paragraph (d) shall include that the Partnership shall reasonably believe that, at the time it provides the notice described in clause (2) of Section 2.1.3(b), the portion of such Qualified Debt to be guaranteed by the Protected Partners pursuant hereto does not exceed the bottom fifty percent (50%) of the fair market value of the encumbered property.

The portion of any indebtedness of the Partnership to be so guaranteed by the Protected Partner shall, as to each Protected Partner, be a so-called “vertical” strip, commencing with the first (i.e., bottom) dollar of such indebtedness, said portion of such indebtedness guaranteed pari passu with any other Protected Partners and any other holders of interests in the Partnership which are also guaranteeing other portions of such strip, without, however, overlap of amounts that would reduce the amount of such Qualified Debt allocated for purposes of Section 752 of the Code. An example of a vertical strip is if the stated principal amount is $100, the portion to be guaranteed is $60 (i.e., the bottom sixty percent (60%) of the $100), and the amount guaranteed

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by a Contributor is $12, then after the loss of $40 of principal (if the principal amount outstanding at the time of loss is still $40), for every $1 of any remaining $60 loss of principal which could be incurred, the contributor who is the guarantor would be liable for $0.20 (i.e., $12 guaranteed divided by $60 of aggregate guarantees).

2.2 Consistent Reporting. Unless otherwise required (as determined by nationally recognized counsel selected by the Partnership and reasonably acceptable to the Protected Partner) by modifications to, or enactment, promulgation, or adoption of any changes in the Code, the Treasury Regulations thereunder, or the judicial and administrative interpretations thereof (to the extent such interpretations are binding on the Partnership), or the tax law of any state, local, or foreign jurisdiction, the Partnership and its affiliates shall not take any position on a tax return inconsistent with the position that the Contributor’s contribution of assets to the Partnership for Units qualifies in its entirety for nonrecognition of gain under Section 721 of the Code.

2.3 Section 704(c) Method. The Partnership shall report allocations of income, gain, loss and deduction (as computed for tax purposes) with respect to the Contribution so as to take account of the Section 704(c) built-in gain of such properties under Code Section 704(c) or the principles set forth in Treasury Regulations section 1.704-3(a), as the case may be, using the traditional method (as specifically provided in Treasury Regulations section 1.704-3(b)).

2.4 Adjusted Tax Basis in Gain Limitation Property and the Minimum Liability Amount. Upon request from the Partnership, each Protected Partner shall notify the Partnership of its adjusted tax basis in the Gain Limitation Property as of the Closing Date and its Minimum Liability Amount. Each Protected Partner shall cooperate with all reasonable requests for documentation supporting the Protected Partner’s calculation of its adjusted tax basis in the Gain Limitation Property and its Minimum Liability Amount. If a Protected Partner fails to satisfy its obligations under this Section 2.3, (i) such Protected Partner shall indemnify, defend and hold harmless the Partnership, the REIT and any person who controls the Partnership or the REIT from any and all loss, expense, liability, damage or claim (including the reasonable cost of investigation), which, jointly or severally, the Partnership, the REIT or such controlling person may incur, insofar as such loss, expense, liability, damage or claim arises out of, is based on or relates to federal, state or local tax compliance failures of the Partnership, but only to the extent such loss, expense, liability, damage or claim was caused by the failure of the Protected Partner to comply with this Section 2.4 and only to the extent of any Final Determination against the Partnership or such controlling person, and (ii) to the extent such failure to comply directly resulted in a recognition of Protected Gain by the Protected Partner that otherwise would not have occurred but for such failure, the Partnership and the REIT shall not be required to comply with or otherwise satisfy the other provisions of this Article 2 with respect to such recognized Protected Gain resulting from such failure by the Contributing Partner.

ARTICLE 3

REMEDIES FOR BREACH

3.1 Monetary Damages. In the event that the Partnership breaches its obligations set forth in Article 2 with respect to a Protected Partner, the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages,

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an amount equal to (i) the product of (x) the aggregate federal state, and local tax on income or Medicare taxes (including Section 1411 of the Code) incurred by the Protected Partner or an Indirect Owner with respect the Protected Gain incurred with respect to the Gain Limitation Property that is allocable to (or borne by) such Protected Partner or Indirect Owner as a result of the Partnership’s breach of the obligations set forth in Article 2 and (y) the Protection Percentage plus (ii) an amount equal to the aggregate federal, state, and local tax on income or Medicare taxes (including Section 1411 of the Code) payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this under this Section 3.1.

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account (but assuming limitation on full deductibility due to adjusted gross income levels), and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (including any surtaxes or Medicare taxes under section 1411) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years).

The Protected Partners shall not be entitled to indemnification from the REIT or the Partnership for any tax liabilities incurred as a result of a Final Determination of the Contribution being treated for federal income tax purposes as a taxable exchange rather than a tax-deferred transaction.

The provisions of this Section 3.1 shall not apply to a failure to provide the notice described in clause (1) of Section 2.1.3(b).

3.2 Process for Determining Damages. If the Partnership has breached or violated any of the covenants set forth in Article 2 (or a Protected Partner asserts that the Partnership has breached or violated any of the covenants set forth in Article 2), the Partnership and the Protected Partner (or Indirect Owner) agree to negotiate in good faith to resolve any disagreements regarding any such breach or violation and the amount of damages, if any, payable to such Protected Partner (or Indirect Owner) under Section 3.1. If any such disagreement cannot be resolved by the Partnership and such Protected Partner (or Indirect Owner) within sixty (60) days after the receipt of notice from the Partnership of such breach and the amount of income to be recognized by reason thereof (or, if applicable, receipt by the Partnership of an assertion by a Protected Partner that the Partnership has breached or violated the covenant set forth in Article 2), then

(a) with respect to computational points of disagreement, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all

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computational points of any such disagreement. All determinations made by the Accounting Firm with respect to the resolution of any breach or violation of any of the covenants set forth in Article 2 and the amount of damages payable to the Protected Partner under Section 3.1 shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) less than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

(b) with respect to all other points of disagreement, any controversy, dispute or claim under, arising out of, in connection with or in relation to this Agreement including without limitation the negotiation, execution, interpretation, construction, coverage, scope, performance, non-performance, breach, termination, validity or enforceability of this Agreement (“Dispute”) will be finally settled, at the request of any party, by binding arbitration conducted in accordance with this Section 3.2 and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). The arbitration shall be held in New York, New York before a panel of three neutral and impartial arbitrators, one of whom will be selected by the Indemnitor, the second of whom will be selected by the Protected Partner, within thirty days of receipt by respondent(s) of the demand for arbitration. The third arbitrator, who will chair the arbitral tribunal, will be selected by the other two arbitrators within thirty (30) days of the appointment of the second arbitrator. If any party fails to timely appoint an arbitrator, or if the two party-appointed arbitrators fail to timely agree on a third arbitrator, on the request of any party such arbitrator shall be appointed by the AAA in accordance with the listing, ranking and striking procedure in the Rules. Decisions of the tribunal will be made by not less than a majority of the arbitrators comprising such tribunal. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The award shall be final and binding upon the parties to the maximum extent permitted by law and shall be the sole and exclusive remedy between the parties regarding any claims, counter-claims, issues or accounting submitted to the arbitral tribunal. Arbitration under this Section 3.2 will be conducted in accordance with the following provisions:

(i) The arbitration will be conducted in accordance with rules of procedure adopted by the arbitrators to allow the parties to the Dispute to present evidence and argument to the arbitrators;

(ii) Except as may be otherwise provided in this Agreement, the statutes of limitations of the State of New York applicable to the commencement of a lawsuit will apply to the commencement of an arbitration hereunder;

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(iii) Upon the request of any party, the arbitrators shall order such discovery (including third-party discovery) as the arbitrators determine to be reasonable under the circumstances. The arbitrators will, however, impose reasonable schedules and deadlines to ensure that discovery is conducted and concluded on a timely basis and may impose sanctions on any party for abuse or delay of discovery;

(iv) The arbitrators will, in all cases, as promptly as possible hold hearings and reach a final determination with regard to the Dispute. A determination and award of damages (if any) of the majority of the arbitrators, will be conclusive and binding upon the parties to the maximum extent permitted by law. Such award shall be in writing, and shall state the findings of fact and conclusions of law on which it is based. Judgment upon any award rendered by the arbitrators shall be final and binding on the parties and may be enforced by any court having jurisdiction thereof; and

(v) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies or order the parties to request that a court modify or vacate any temporary or preliminary relief issued by a such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect.

3.3 Each party unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and Federal courts located in the State of New York, County of New York (the “New York Courts”), for the purpose of any proceedings in aid of arbitration and for pre-arbitral attachment or injunction, and to the non-exclusive jurisdiction of the New York Courts for proceedings arising out of or relating to the enforcement of any award or decision of the arbitrators duly appointed under this Agreement. Each party unconditionally and irrevocably waives any objections which they may have now or in the future to such jurisdiction including without limitation objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum. Each party further agrees that any service of process or summons in connection with any such dispute, litigation, action or proceeding may be served on it by mailing a copy of such process or summons to it by registered mail return receipt requested or by receipted courier service at its address set forth and in the manner provided in Section 8 above, with such service deemed effective on proof of receipt. Each party to this Agreement irrevocably waives the right to a trial by jury in any proceeding in relation to any Dispute, and agrees to take any and all action necessary or appropriate to affect such waiver.

3.4 Required Notices; Time for Payment. In the event that there has been a breach of Article 2, the Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach not later than thirty (30) days after occurrence of a breach. As soon as reasonably practicable after giving notice of breach, but in no event more than sixty (60) days after occurrence of a breach, the Partnership shall be obligated to (i) provide

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each Protected Partner with a detailed calculation of the amount of such Protected Partner’s damage payment as determined under this Article 3, and (ii) provide each such Protected Partner with such evidence or verification as such Protected Partner may reasonably require as to the items necessary to confirm the calculation of such amount. All payments required under this Article 3 to any Protected Partner shall be made in immediately available funds to such Protected Partner on or before April 10 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain (taking into account all available safe harbors), the Partnership shall make a payment in immediately available funds to the Protected Partner on or before 5 days before the due date for such estimated tax payment and such payment from the Partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 3.4, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest plus 4%, with the prime rate as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made. In addition, if such late payment results in late tax payment penalties (excluding interest) for such Protected Partner or Indirect Owner, the payment shall include reimbursement for such penalties plus an amount equal to the aggregate federal, state, and local tax on income or Medicare taxes (including Section 1411 of the Code) payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment under this sentence.

ARTICLE 4

AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS;

APPROVAL OF CERTAIN TRANSACTIONS

4.1 Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Partnership or the REIT and another entity) except by a written instrument signed by the REIT, the Partnership, and each of the Protected Partners to be subject to such amendment, except that the Partnership may amend Schedule 2.1(a) upon a person becoming a Protected Partner as a result of a transfer of Units.

4.2 Waiver. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 3 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

ARTICLE 5

MISCELLANEOUS

5.1 Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

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5.2 Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

5.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

5.4 Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

5.5 Representations and Warranties Regarding Authority; Noncontravention. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary corporate, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

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5.6 Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

5.7 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below:

(i) if to the Partnership or the REIT, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

FAX: (804) 244-0199

ATTN: Stanley J. Olander, Jr.

(ii) if to a Protected Partner, to the address on file with the Partnership and in all events to:

Goulston & Storrs PC

Attn: Yaacov Gross

750 Third Avenue, 22^nd Floor

New York, New York 10017

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

5.8 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

5.9 Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of New York, without regard to the choice of law provisions thereof.

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5.10 Consent to Jurisdiction; Enforceability.

(a) This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of New York, New York. For such purpose, each party hereto and the Protected Partners hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

(b) Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

5.11 Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

5.12 Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without threshold, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.

5.13 Enforcement by Protected Partners. The Protected Partners are the beneficiaries of this Agreement and shall be able to enforce this Agreement as they were parties to this Agreement.

5.14 Term. The term of this Agreement shall extend from the date hereof until such time as the applicable statute of limitations bars a claim by the Internal Revenue Service or relevant state or local tax authority for a tax otherwise indemnifiable under this Agreement.

5.15 Other. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.

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IN WITNESS WHEREOF, the REIT, the Partnership and the Contributor have caused this Agreement to be signed by their respective officers, general partners, or delegates thereunto duly authorized all as of the date first written above.

APARTMENT TRUST OF AMERICA, INC.,
a Maryland corporation
	By:
	Name:
	Title:
APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership
	By:	Apartment Trust of America, Inc., a Maryland corporation, its General Partner
		By:
			Name:
			Title:
[CONTRIBUTOR (entity)]
a.
	By:
	Name:
	Title:
[CONTRIBUTOR (individual)]

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SCHEDULES TO THE TAX PROTECTION AGREEMENT

Schedule 2.1(a)	List of Protected Partners
Schedule 2.1(b)	Gain Limitation Properties and Estimated Initial Protected Gain
Schedule 2.1(c)	Protection Percentage
Schedule 2.1(d)	Minimum Liability Amount
Schedule 2.1(e)	Form of Guaranty

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Schedule 2.1(a)

List of Protected Partners

[Insert name of contributor]

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Schedule 2.1(b)

Gain Limitation Properties and

Estimated Initial Protected Gain for Protected Partners as a Group

Name of Contributed Property Initial Protected Gain (Aggregate)

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Schedule 2.1(c)

Protection Percentage

Closing date through 1 year anniversary	100	%
day after 1 year anniversary through 2 year anniversary	85.71	%
day after 2 year anniversary through 3 year anniversary	71.43	%
day after 3 year anniversary through 4 year anniversary	57.14	%
day after 4 year anniversary through 5 year anniversary	42.86	%
day after 5 year anniversary through 6 year anniversary	28.57	%
day after 6 year anniversary through 7 year anniversary	14.29	%

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Schedule 2.1(d)

Minimum Liability Amount

Protected Partner Minimum Liability Amount

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Schedule 2.1(e)

Form of Guaranty ¹/

GUARANTEE

This Guarantee is made and entered into as of the     day of     20    , by the persons listed on Exhibit A annexed hereto (the “Guarantors”) for the benefit of the Lender set forth on Exhibit B annexed hereto and made a part hereof (the “Lender,” which term shall include any person or entity who hereafter holds the Note (as defined below) in accordance with the terms thereof).

¹/ This Form of the Guarantee Agreement is for Guaranteed Debt where the following conditions all are applicable:

(i) there are no other guarantees in effect with respect to such Guaranteed Debt;

(ii) the collateral securing such Guaranteed Debt is not collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

(iii) no additional guarantees with respect to such Guaranteed Debt will be entered into during the applicable Tax Protection Period;

(iv) the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulations Section 1.752-2; and

(v) none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulations Section 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered, or thereafter shall enter, into a relationship that would cause such person or entity to be considered to bear risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulations Section 1.752-2.

If, and to the extent that, one or more of these conditions is not applicable, appropriate changes to the attached Form of Guaranty will be required in order to cause the various conditions set forth in Section 2.2 of the Tax Protection Agreement to be satisfied.

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RECITALS

WHEREAS, the Lender is simultaneously herewith [making/modifying a loan or has loaned] to the borrower set forth on Exhibit B (the “Borrower”) the amount set forth opposite such Lender’s name on Exhibit B, which loan (i) is evidenced by the promissory note described on Exhibit C hereto (the “Note”), (ii) [if part of a loan modification or an existing loan,] has a current outstanding balance in the amount set forth on Exhibit B annexed hereto, and (iii) is secured by a mortgage or deed of trust on the collateral described on Exhibit D annexed hereto (the “Deed of Trust,” with the property and other assets securing such Deed of Trust referred to as the “Collateral”);

WHEREAS, the Borrower is either Apartment Trust of America Holdings, L.P., a Virginia limited partnership (the “Partnership”), or a subsidiary of the Partnership in which the Partnership owns a 98% or greater interest in the Partnership and which is either a tax-disregarded entity or an entity taxed under subchapter K of the Internal Revenue Code;

WHEREAS, the Guarantors are direct or indirect limited partners in the Partnership; and

WHEREAS, the Guarantors are executing and delivering this Guarantee to guarantee a portion of the Borrower’s payments with respect to the Note, subject to and otherwise in accordance with the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing recitals and facts and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, each of the Guarantors hereby agree as follows:

1. Guarantee and Performance of Payment.

(a) The Guarantors hereby irrevocably and unconditionally guarantee the collection by the Lender of, and hereby agree to pay to the Lender upon demand (following (1) foreclosure of the Deed of Trust, exercise of the powers of sale thereunder and/or acceptance by the Lender of a deed to the Collateral in lieu of foreclosure, and (2) the exhaustion of the exercise of any and all remedies available to the Lender against the Borrower, including, without limitation, realizing upon the assets of the Borrower other than the Collateral against which the Lender may have recourse), an amount equal to the excess, if any, of the Guaranteed Amount set forth on Exhibit B over the Lender Proceeds (as hereinafter defined) (which excess is referred to as the “Aggregate Guarantee Liability”). The amounts payable by each Guarantor in respect of the guarantee obligations hereunder shall be in the same proportion as the dollar amounts listed next to such Guarantor’s name on Exhibit A attached hereto bears to the total Guaranteed Amount set forth on Exhibit A, provided that, notwithstanding anything to the contrary contained in this Guarantee, each Guarantor’s aggregate obligation under this Guarantee shall be limited to the dollar amount set forth on Exhibit A attached hereto next to such Guarantor’s name, such may be reduced from time to time pursuant to the other provisions hereof. The Guarantors’ obligations as set forth in this paragraph 1(a) are hereinafter referred to as the “Guaranteed Obligations.”

(b) For the purposes of this Guarantee, the term “Lender Proceeds” shall mean the aggregate of (i) the Foreclosure Proceeds (as hereinafter defined) plus (ii) all amounts

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collected by the Lender from the Borrower (other than payments of principal, interest or other amounts required to be paid by the Borrower to Lender under the terms of the Note that are paid by the Borrower to the Lender at a time when no default has occurred under the Note and is continuing) or realized by the Lender from the sale of assets of the Borrower other than the Collateral.

(c) For the purposes of this Guarantee, the term “Foreclosure Proceeds” shall have the applicable meaning set forth below with respect to the Collateral:

1. If at least one bona fide third party unrelated to the Lender (and including, without limitation, any of the Guarantors) bids for such Collateral at a sale thereof, conducted upon foreclosure of the related Deed of Trust or exercise of the power of sale thereunder, Foreclosure Proceeds shall mean the highest amount bid for such Collateral by the party that acquires title thereto (directly or through a nominee) at or pursuant to such sale. For the purposes of determining such highest bid, amounts bid for the Collateral by the Lender shall be taken into account notwithstanding the fact that such bids may constitute credit bids which offset against the amount due to the Lender under the Note.

2. If there is no such unrelated third-party at such sale of the Collateral so that the only bidder at such sale is the Lender or its designee, the Foreclosure Proceeds shall be deemed to be fair market value (the “Fair Market Value”) of the Collateral as of the date of the foreclosure sale, as such Fair Market Value shall be mutually agreed upon by the Lender and the Guarantor or determined pursuant to subparagraph 1(d).

3. If the Lender receives and accepts a deed to the Collateral in lieu of foreclosure in partial satisfaction of the Borrower’s obligations under the Note, the Foreclosure Proceeds shall be deemed to be the Fair Market Value of such Collateral as of the date of delivery of the deed-in-lieu of foreclosure, as such Fair Market Value shall be mutually agreed upon by the Lender and the Guarantor or determined pursuant to subparagraph 1(d).

(d) Fair Market Value of the Collateral (or any item thereof) shall be the price at which a willing seller not compelled to sell would sell such Collateral, and a willing buyer not compelled to buy would purchase such Collateral, free and clear of all mortgages but subject to all leases and reciprocal easements and operating agreements. If the Lender and the Guarantor are unable to agree upon the Fair Market Value of any Collateral in accordance with subparagraphs 1(c)2. or 3. above, as applicable, within twenty (20) days after the date of the foreclosure sale or the delivery of the deed-in-lieu of foreclosure, as applicable, relating to such Collateral, either party may have the Fair Market Value of such Collateral determined by appraisal by appointing an appraiser having the qualifications set forth below to determine the same and by notifying the other party of such appointment within twenty (20) days after the

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expiration of such twenty (20) day period. If the other party shall fail to notify the first party, within twenty (20) days after its receipt of notice of the appointment by the first party, of the appointment by the other party of an appraiser having the qualifications set forth below, the appraiser appointed by the first party shall alone make the determination of such Fair Market Value. Appraisers appointed by the parties shall be members of the Appraisal Institute (MAI) and shall have at least ten years’ experience in the valuation of properties similar to the Collateral being valued in the greater metropolitan area in which such Collateral is located. If each party shall appoint an appraiser having the aforesaid qualifications and if such appraisers cannot, within thirty (30) days after the appointment of the second appraiser, agree upon the determination hereinabove required, then they shall select a third appraiser which third appraiser shall have the aforesaid qualifications, and if they fail so to do within forty (40) days after the appointment of the second appraiser they shall notify the parties hereto, and either party shall thereafter have the right, on notice to the other, to apply for the appointment of a third appraiser to the chapter of the American Arbitration Association or its successor organization located in the metropolitan area in which the Collateral is located or to which the Collateral is proximate or if no such chapter is located in such metropolitan area, in the metropolitan area closest to the Collateral in which such a chapter is located. Each appraiser shall render its decision as to the Fair Market Value of the Collateral in question within thirty (30) days after the appointment of the third appraiser and shall furnish a copy thereof to the Lender and the Guarantor. The Fair Market Value of the Collateral shall then be calculated as the average of (i) the Fair Market Value determined by the third appraiser and (ii) whichever of the Fair Market Values determined by the first two appraisers is closer to the Fair Market Value determined by the third appraiser; provided, however, that if the Fair Market Value determined by the third appraiser is higher or lower than both Fair Market Values determined by the first two appraisers, such Fair Market Value determined by the third appraiser shall be disregarded and the Fair Market Value of the Collateral shall then be calculated as the average of the Fair Market Value determined by the first two appraisers. The Fair Market Value of a Property, as so determined, shall be binding and conclusive upon the Lender and the Guarantors. Guarantors shall bear the cost of its own appraiser and, subject to subparagraph 1(e), shall bear all reasonable costs of appointing, and the expenses of, any other appraiser appointed pursuant to this subparagraph (1)(d).

(e) Notwithstanding anything in the preceding subparagraphs of this paragraph 1, (i) in no event shall the aggregate amount required to be paid pursuant to this Guarantee by the Guarantors as a group with respect to all defaults under the Note and the Deed of Trust securing the obligations thereunder exceed the Guaranteed Amount set forth on Exhibit B hereto, and (ii) the aggregate obligation of each Guarantor hereunder with respect to the Guaranteed Obligation shall be limited to the lesser of (I) the product of (w) the Individual Guarantee Percentage for such Guarantor set forth on Exhibit A hereto multiplied by (x) the Guaranteed Amount, or (II) the product of (y) such Guarantor’s Individual Guarantee Percentage multiplied by (z) the Aggregate Guarantee Liability.

(f) In confirmation of the foregoing, and without limitation, the Lender must first exhaust all of its rights and remedies against all property of the Borrower as to which the Lender has (or may have) a right of recourse, including, without limitation, the institution and prosecution to completion of appropriate foreclosure proceedings under the Deed of Trust, before exercising any right or remedy or making any claim, under this Guarantee.

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(g) The obligations under this Guarantee shall be personal to each Guarantor and shall not be affected by any transfer of all or any part of a Guarantor’s interests in the Partnership; provided, however, that if a Guarantor has disposed of all of its equity interests in the Partnership, the obligations of such Guarantor under this Guarantee shall terminate 12 months after the date of such disposition (the “Termination Date”) provided (i) the Guarantor notifies the Lender that it is terminating its obligations under this Guarantee as of the Termination Date and (ii) the fair market value of the Collateral exceeds the outstanding balance of the Note, including accrued and unpaid interest, as of the Termination Date. Further, no Guarantor shall have the right to recover from the Borrower any amounts such Guarantor pays pursuant to this Guarantee (except and only to the extent that the amount paid to the Lender by such Guarantor exceeds the amount required to be paid by such Guarantor under the terms of this Guarantee).

(h) The obligations of any Guarantor who is an individual as a Guarantor hereunder shall terminate with respect to such Guarantor one week after the death of such Guarantor if, as a result of the death of such Guarantor, all property held by the Guarantor on the date of death would have a basis for federal income tax purposes equal to the fair market value of such property on such date (unless a later date were to be elected by the executor of the Guarantor’s estate in accordance with the applicable provisions of the Internal Revenue Code). The obligations of any Guarantor hereunder shall also terminate upon the sale or other disposition by Borrower of all or substantially all of the property acquired by Borrower in the transaction or transactions pursuant to which such Guarantor acquired an interest in the Limited Partnership if such sale or disposition results in the recognition of income or gain for federal income tax purposes; provided, however, if Borrower sells or otherwise disposes of a property acquired by it from a Guarantor in a transaction that results in deferral of gain or loss recognition, this Guaranty shall continue until such time as the occurrence of an event described above, construed as if any property acquired by Borrower in such transaction were the property acquired by Borrower pursuant to the Contribution Agreement.

2. Intent to Benefit Lender. This Guarantee is expressly for the benefit of the Lender. The Guarantors intend that the Lender shall have the right to enforce the obligations of the Guarantors hereunder, without any requirement whatsoever of resort by the Lender to any other party. The Lender’s rights to enforce the obligations of the Guarantors hereunder are material elements of this Guarantee. This Guarantee shall not be modified, amended or terminated (other than as specifically provided herein) without the written consent of the Lender. The Borrower shall furnish a copy of this Guarantee to the Lender contemporaneously with its execution.

3. Waivers. Each Guarantor intends to bear the ultimate economic responsibility for the payment hereof of the Guaranteed Obligations to the extent set forth in Paragraph 1 above. Pursuant to such intent:

(a) Except as expressly set forth in Paragraph 1 above, each Guarantor expressly waives any right (pursuant to any law, rule, arrangement or relationship) to compel the Lender, or any subsequent holder of the Note or any beneficiary of the Deed of Trust to sue or enforce payment thereof, the Lender or any subsequent holder of the Note or any beneficiary of the Deed of Trust whatsoever, and failure of the Lender or any subsequent holder of the Note or

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any beneficiary of the Deed of Trust to do so shall not exonerate, release or discharge a Guarantor from its absolute unconditional obligations under this Guarantee. Each Guarantor hereby binds and obligates itself, and its permitted successors and assignees, for performance of the Guaranteed Obligations according to the terms hereof, whether or not the Guaranteed Obligations or any portion thereof are valid now or hereafter enforceable against the Borrower or shall have been incurred in compliance with any of the conditions applicable thereto, subject, however, in all respects to the Guarantee Limit and the taking of certain prior actions and the other limitations set forth in paragraph 1.

(b) Each Guarantor expressly waives any right of subrogation or any other right (pursuant to any law, rule, arrangement, or relationship) to compel any other person (including, but not limited to, the Borrower, the Partnership, any subsidiary of the Partnership or the Borrower, or any other partner or affiliate of the Partnership or the Borrower) to reimburse or indemnify such Guarantor for all or any portion of amounts paid by such Guarantor pursuant to this Guarantee to the extent such amounts do not exceed the amounts required to be paid by such Guarantor pursuant to paragraph 1 hereof (taking into account the limitations set forth therein).

(c) Except as expressly set forth in Paragraph 1 above, if and only to the extent that the Borrower has made similar waivers under the Note or the Deed of Trust or any other document further evidencing or securing the Note and the loan made pursuant thereto, each Guarantor expressly waives: (i) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Note or the Deed of Trust; (ii) any defense that may arise by reason of: the incapacity, or lack of authority of the Borrower, the revocation or repudiation hereof by such Guarantor, the revocation or repudiation of the Note or the Deed of Trust by the Borrower, the failure of the Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of the Borrower; the unenforceability in whole or in part of the Note, the Deed of Trust or any other document or instrument related thereto; the Lender’s election, in any proceeding by or against the Borrower under the federal Bankruptcy Code, of the application of Section 1111(b)(2) of the federal Bankruptcy Code; or any borrowing or grant of a security interest under Section 364 of the federal Bankruptcy Code; (iii) presentment, demand for payment, protest, notice of discharge, notice of acceptance of this Guarantee or occurrence of, or any default in connection with, the Note or the Deed of Trust, and indulgences and notices of any other kind whatsoever, including, without limitation, notice of the disposition of any collateral for the Note; (iv) any defense based upon an election of remedies (including, if available, an election to proceed by non-judicial foreclosure) or other action or omission by the Lender or any other person or entity which destroys or otherwise impairs any indemnification, contribution or subrogation rights of such Guarantor or the right of such Guarantor, if any, to proceed against the Borrower for reimbursement, or any combination thereof; (v) subject to Paragraph 4 below, any defense based upon any taking, modification or release of any collateral or guarantees for the Note, or any failure to create or perfect any security interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance of the Note; (vi) any rights or defenses based upon any right to offset or claimed offset by such Guarantor against any indebtedness or obligation now or hereafter owed to such Guarantor by the Borrower; or (vii) any rights or defenses based upon any rights or defenses of the Borrower to the Note or the Deed of Trust (including, without limitation, the failure or value of consideration, any statute of limitations, accord and satisfaction, and the insolvency of the Borrower); it being intended,

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except as expressly set forth in Paragraph 1 above, that such Guarantor shall remain liable hereunder, to the extent set forth herein, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of any of such Guarantor or of the Borrower.

4. Amendment of Note and Deed of Trust. Without in any manner limiting the generality of the foregoing, the Lender or any subsequent holder of the Note or beneficiary of the Deed of Trust may, from time to time, without notice to or consent of the Guarantors, agree to any amendment, waiver, modification or alteration of the Note or the Deed of Trust relating to the Borrower and its rights and obligations thereunder (including, without limitation, renewal, waiver or variation of the maturity of the indebtedness evidenced by the Note, increase or reduction of the rate of interest payable under the Note, release, substitution or addition of any Guarantor or endorser and acceptance or release of any security for the Note), it being understood and agreed by the Lender, however, that the Guarantor’s obligations hereunder are subject, in all events, to the limitations set forth in Paragraph 1; provided that

(i) in the event that the Lender consents to the release of any Collateral securing the Note pursuant to the Deed of Trust, the Guaranteed Amount shall be reduced by the Fair Market Value of such Collateral on the date of such release (determined as set forth in Section 1(d); except to the extent that the Guarantee would otherwise meet the following requirement immediately after such Collateral release: the Guarantee does not exceed the bottom fifty percent (50%) of the fair market value of the Collateral securing the Note (if the Note is unsecured debt, the portion to be guaranteed shall be the bottom twenty-five percent (25%) of the stated principal amount of such unsecured debt); and

(ii) upon any material change to the Note or the Deed of Trust, including, without limitation, the maturity date or the interest rate of the Note, or upon any release or substitution of any Collateral securing the Note, within thirty (30) days of any Guarantor’s receipt of actual notice of such event, subject to the following sentence, such Guarantor may elect to terminate such Guarantor’s obligations under this Guarantee by written notice to the Lender. Such termination shall take effect on the 31st day following such actual notice, provided that no default under the Guaranteed Obligation has occurred and is then continuing.

5. Termination of Guarantee. Subject to Paragraph 4, this Guarantee is irrevocable as to any and all of the Guaranteed Obligations.

6. Independent Obligations. Except as expressly set forth in Paragraph 1, the obligations of each Guarantor hereunder are independent of the obligations of the Borrower, and a separate action or actions may be brought by a Lender against the Guarantors, whether or not actions are brought against the Borrower. Each Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Guarantor may now or hereafter have against the Borrower, or any other person directly or contingently liable for the payment or performance of the Note and the Deed of Trust arising from the existence or performance of this Guarantee (including, but not limited to, the Partnership, Apartment Trust of America, Inc., or any other partner of the Partnership) (except and only to the extent that a Guarantor makes a payment to the Lender in excess of the amount required to be paid under paragraph 1 and the limitations set forth therein).

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7. Net Worth Representation. The Guarantor hereby represents and warrants that it has sufficient net worth (excluding the value of its equity interests in the Partnership) to satisfy the Aggregate Guarantee Liability as of the date hereof and hereby agrees to maintain a sufficient net worth to satisfy the Aggregate Guarantee Liability as of any relevant date of determination until the obligations of Borrower for principal and interest now or hereafter existing under the Guaranteed Obligations shall have been paid.

8. Understanding With Respect to Waivers. Each Guarantor warrants and represents that each of the waivers set forth above are made with full knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of said waivers are determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the maximum extent permitted by law.

8. No Assignment. No Guarantor shall be entitled to assign his or her rights or obligations under this Guarantee to any other person without the written consent of the Lender.

9. Entire Agreement. The parties agree that this Guarantee contains the entire understanding and agreement between them with respect to the subject matter hereof and cannot be amended, modified or superseded, except by an agreement in writing signed by the parties.

10. Notices. Any notice given pursuant to this Guarantee shall be in writing and shall be deemed given when delivered personally, or sent by registered or certified mail, postage prepaid, as follows:

If to the Partnership:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

FAX: (804) 244-0199

ATTN: Stanley J. Olander, Jr.

or to such other address with respect to which notice is subsequently provided in the manner set forth above; and

If to a Guarantor, to the address set forth on Exhibit A hereto, or to such other address with respect to which notice is subsequently provided in the manner set forth above.

11. Applicable Law. This Guarantee shall be governed by, interpreted under and construed in accordance with the laws of the State of Delaware without reference to its choice of law provisions.

12. Consent to Jurisdiction; Enforceability

(a) This Guarantee and the duties and obligations of the parties hereto shall be enforceable against each Guarantor in the courts of the State of Virginia. For such purpose, each Guarantor hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Guarantee may be heard and determined in any of such courts.

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(b) Each Guarantor hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Guarantee shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13. Condition of Borrower. Each Guarantor is fully aware of the financial condition of the Borrower and is executing and delivering this Guarantee based solely upon its own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement of the Lender or the Borrower. Each Guarantor represents and warrants that it is in a position to obtain, and hereby assumes full responsibility for obtaining, any additional information concerning the Borrower’s financial conditions and any other matter pertinent hereto as it may desire, and it is not relying upon or expecting the Lender to furnish to it any information now or hereafter in the Lender’s possession concerning the same. By executing this Guarantee, each Guarantor knowingly accepts the full range of risks encompassed within a contract of this type, which risks it acknowledges.

14. Expenses. Each Guarantor agrees that, promptly after receiving Lender’s notice therefor, such Guarantor shall reimburse Lender, subject to the limitation set forth in subparagraph 1(e) and to the extent that such reimbursement is not made by Borrower, for all reasonable expenses (including, without limitation, reasonable attorneys fees and disbursements) incurred by Lender in connection with the collection of the Guaranteed Obligations or any portion thereof or with the enforcement of this Guarantee.

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IN WITNESS WHEREOF, the undersigned Guarantors set forth on Exhibit A hereto have executed this Guarantee as of the date first set forth above.

GUARANTORS SET FORTH ON

EXHIBIT A HERETO:

By:

By:

By:

By:

By:

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EX-10.24

Exhibit 10.24

Execution Copy

SUPPORT SERVICES AGREEMENT

This SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2012, by and between ATA PROPERTY MANAGEMENT, LLC, a limited liability company formerly known as MR Property Management, LLC (“ATAPM”), and ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (“ELRM”).

W I T N E S S E T H :

WHEREAS, reference is made to that certain Master Contribution and Recapitalization Agreement, dated of even date herewith, by and among ATA, ATA Holdings, ELRH and ELRM (the “Master Contribution Agreement”), providing for the contribution to ATA Holdings of 100% of the interests in each of the Contributed Properties identified therein by their respective owners pursuant to a series of Interest Contribution Agreements (each an “Interest Contribution Agreement” or “Contribution Agreement” and, collectively, the “Contribution Agreements”); and

WHEREAS, each of the Contributed Properties to be contributed to ATA Holdings pursuant to the Master Contribution Agreement and the Contribution Agreements is listed on Schedule A hereto (each a “Contributed Property” and, collectively, the “Contributed Properties”); and

WHEREAS, ATAPM desires to engage ELRM to provide ATAPM with certain property management support services with respect to each of the Contributed Properties on the terms set forth herein from and after the date on which each such Contributed Property is contributed to ATA Holdings at a Subsequent Closing (as such term is defined in the Master Contribution Agreement, a “Subsequent Closing”); and

WHEREAS, ELRM has the resources and capacity to provide such support services to ATAPM and is willing to perform such services upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein, it is agreed as follows:

1. Term; Termination.

(a) The term of this Agreement shall commence as of the date first set forth above, but shall become effective with respect to any Contributed Property only as of the date of the Subsequent Closing applicable to such Contributed Property, and shall remain in effect until the one (1) year anniversary of the date hereof (the “Initial Term”). The term of this Agreement will be extended for an additional one (1) year term upon expiration of the Initial Term (the “Extended Term”), unless either of the Parties provides written notice to the other Party at least 30 days before the end of the Initial Term of non-renewal of this Agreement, in which event this Agreement shall terminate on the last day of the Initial Term. The Initial Term and the any Extended Term, subject to any early termination as specified in paragraph (b) of this Section 1 or in Section 9 below, are referred to herein as the “Term”.

(b) Notwithstanding the anything to the contrary contained herein, either Party shall have the right to terminate this Agreement without cause with respect to any Contributed Property or all of the Contributed Properties at any time prior to the expiration of the Term upon at least thirty (30) days prior written notice to the other Party. All obligations of the Parties hereunder with respect to any Contributed Property as to which such termination applies shall terminate at the effective time of any such termination, except to the extent expressly provided herein.

2. Services.

(a) During the Term hereof and upon the terms and conditions set forth herein, ELRM shall provide to ATAPM the following support services with respect to the Contributed Properties and the on-site property management employees of ATAPM (collectively, the “Support Services”): (i) employee benefits, employee benefits administration, human resources and payroll services, (ii) property accounting services, (iii) certain asset and facilities management services, (iv) marketing services, (v) regional supervisory services and (vi) such other support services as the Parties may mutually agree.

(b) In addition to the Support Services that ELRM agrees to provide with respect to the Contributed Properties hereunder, ATAPM shall have the right from time to time during the Term, upon at least thirty (30) days prior written notice, to add additional multifamily properties that ATA Holdings currently owns or acquires in the future or that ATAPM currently manages or manages in the future (“Additional Properties” and, together with the Contributed Properties, the “Properties”) to this Agreement. In the event ATAPM adds any Additional Properties to this Agreement, all of the terms and conditions of this Agreement shall apply with respect thereto to the extent that ATAPM requests that ELRM provide all of the same Support Services with respect to such Additional Property that it will provide with respect to the Contributed Properties hereunder. In the event ATAPM requests that ELRM provide less than all of the Support Services or different services with respect to any Property, ELRM’s obligation to provide such services will be subject to mutual agreement between ATAPM and ELRM as to the terms and conditions under which ELRM will provide such services.

(c) ELRM shall use that degree of skill, care and diligence in the performance of services hereunder that (i) a reasonable person would use acting in like circumstances in accordance with multifamily residential property management industry standards all applicable laws and regulations and (ii) is no less than that exercised by ELRM with respect to comparable services that it performs on its own behalf.

(d) ATAPM shall cooperate with ELRM in all reasonable respects in matters relating to the provision and receipt of the Support Services. Such cooperation shall include obtaining all consents, licenses or approvals (other than qualification of ELRM to do business as a foreign limited liability company in any state where ELRM may be required to so qualify in order to perform its services hereunder) necessary to permit ELRM to perform its obligations hereunder.

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3. Intellectual Property.

Any intellectual property owned by ELRM or third-party licensors or service providers that may be used by ELRM in connection with the provision of the Support Services hereunder will remain the property of ELRM or third-party licensors or service providers, and ATAPM shall have no rights or interests therein, except as may otherwise be expressly provided herein.

4. Authority.

Notwithstanding anything to the contrary contained in Section 2 hereof, the Parties acknowledge and agree that ELRM shall provide the services set forth in Section 2 hereof subject to the ultimate authority of ATAPM to control its own business and affairs. Each Party acknowledges that the services provided hereunder by ELRM are intended to be administrative, technical and ministerial and are not intended to set policy for ATAPM.

5. Support Services Fee; Expenses

(a) ATAMP agrees to pay ELRM a monthly fee for performing the Support Services during the Term in an amount equal to three percent (3%) of the monthly gross receipts from the operation of each Property from and after the date on which this Agreement becomes effective with respect to such Property (hereinafter called the “Support Services Fee”). Gross receipts are all amounts received from the operation of the Property including, but not limited to, rents, late charges and/or bad check charges collected, and other fees, but does not include: deposits or advance rents collected unless and until such deposits or advance rents are forfeited to or earned by the owner of the Property, as applicable; property damage insurance proceeds; any award or payment made by any governmental authority in connection with the exercise of any right of eminent domain; tenant improvement reimbursements; and any sale or refinancing proceeds. The Support Services Fee shall be payable monthly in arrears by no later than the fifteenth (15^th) day of the month following the month for which such Support Services Fee is payable. ELRM shall provide ATAPM with a statement showing gross receipts for each month within ten (10) days after the end of each month.

(b) ELRM shall be responsible for its own overhead and other expenses incurred in connection with the performance of the Support Services, including wages, salaries and benefits of its employees. All property management personnel located on-site at the Properties will be employees of ATAPM.

6. Exculpation and Indemnity; Other Interests.

(a) ELRM (including its partners, officers, directors and employees) shall not be liable to ATAPM or its affiliates or their respective officers, directors, employees, agents or representatives for any acts or omissions taken, or not taken, in good faith on behalf of ATAPM and in a manner reasonably believed by ELRM to be within the scope of the authority granted to it by this Agreement and in the best interests of ATAPM, except for acts or omissions constituting gross negligence, fraud or willful misconduct in the performance of ELRM’s duties under this Agreement. ATAPM shall indemnify, defend and hold harmless ELRM and its affiliates and each of their respective partners, members, officers, directors, employees, agents and representatives from and against any and all claims or liabilities of any nature whatsoever

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(including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against ELRM under or otherwise in respect of this Agreement, except where attributable to the gross negligence, fraud or willful misconduct of ELRM or its partners, members, officers, employees, agents or representatives.

(b) ELRM shall indemnify, defend and hold harmless ATAPM and its affiliates and each of their respective officers, directors, employees, agents and representatives from and against any and all claims or liabilities of any nature whatsoever (including consequential damages and reasonable attorney’s fees) arising out of or resulting from the gross negligence, fraud or willful misconduct of ELRM or its affiliates or their respective officers, directors, employees, agents or representatives in the performing of ELRM’s obligations under this Agreement or the breach by ELRM of this Agreement.

(c) The provisions of this Section 6 shall survive any termination or expiration of the Tem of this Agreement for a period equal to the applicable statute of limitations with respect to any indemnifiable claim.

7. Relationship of the Parties.

(a) The relationship of the Parties shall be that of contracting parties, and no partnership, joint venture or other arrangement shall be deemed to be created hereby.

(b) Except as expressly provided herein, neither ELRM nor ATAPM shall have any claim against the other or right of contribution by virtue of this Agreement with respect to any uninsured loss incurred by any of them nor shall any of them have a claim or right against the other by virtue of this Agreement with respect to any loss that is deemed to be included within the deductible, retention or self-insured portion of any insured risk. Any insurance policy ELRM maintains with respect to the Support Services shall include ATAPM as an additional named insured and shall, if, and to the extent that, ATAPM has insurance coverage with respect to the same risk, be primary.

8. Services by Third Parties.

ATAPM may, without cause, procure any of the services or benefits specified in Section 2 hereof from a third party. ELRM shall discontinue providing such services or benefits upon written notice by ATAPM, delivered at least 30 days before the requested termination date, and the Support Services Fee will be reduced accordingly.

9. Failure to Perform the Support Services.

In the event of any breach of this Agreement by ELRM or any error or defect in providing any of the Support Services, ELRM shall, at ATAPM’s written request which shall include a description of the breach, error or defect, and at the sole cost and expense of ELRM, use its commercially reasonable best efforts to correct or cause to be corrected such breach, error or defect or perform again or cause to be performed again such service, as promptly as practicable. In the event the breach, error or defect is not cured to the reasonable satisfaction of ATAPM within thirty (30) days after such written request, ATAPM shall have the right to terminate this Agreement immediately without any further obligation other than payment for services rendered through the date of termination.

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10. Excused Performance.

ELRM does not warrant that any of the services or benefits herein agreed to be provided shall be free of interruption caused by strikes, lockouts, accidents, inability to obtain third-party cooperation, acts of God or other causes beyond its control. No such interruption of services or benefits shall be deemed to constitute a breach of any kind whatsoever.

11. Confidentiality.

Except as otherwise provided in this Agreement, (a) ELRM shall, and shall cause its affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information), to keep confidential all information in the possession of ELRM that in any way relates to ATAPM, and (b) ATAPM shall, and shall cause its affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information), to keep confidential all information in possession of ATAPM that relates to ELRM and is not information related to ATAPM or its assets. The provisions of this Section 11 do not apply to the disclosure by either Party or their respective affiliates of any information, documents or materials (i) which are, or become, publicly available, other than by reason of a breach of this Section 11 by the disclosing Party or any affiliate of the disclosing Party, (ii) received from a third party not bound by any confidentiality agreement with the other Party, (iii) required by applicable law to be disclosed by that Party, or (iv) necessary to establish such Party’s rights under this Agreement, provided that in the case of clauses (iii) and (iv), the person intending to make disclosure of confidential information will promptly notify the Party to whom it is obligated to keep such information confidential and, to the extent practicable, provide such Party a reasonable opportunity to prevent public disclosure of such information.

Upon the request of ATAPM and upon termination of this Agreement, ELRM shall provide ATAPM with any data or information generated with respect to the Support Services in a format usable by ATAPM.

12. Additional ELRM Activities.

ATAPM hereby acknowledges that ELRM continues to manage or otherwise provide services to other properties, entities or persons, including, without limitation, properties and entities owned by affiliates of ELRM and agrees that this Agreement relates solely to the Property and that nothing contained herein shall be deemed to prohibit or otherwise affect ELRM’s rights to provide such services to any other property, entity or person so long as the same does not prevent ELRM from performing its functions hereunder.

13. Miscellaneous.

(a) This Agreement and all the covenants herein contained shall be binding upon the Parties, their respective heirs, successors, legal representatives and assigns. Neither Party shall have the right to assign all or any portion of its obligations or interests in this Agreement or any monies which may be due pursuant hereto without the prior written consent of the other Party.

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(b) No waiver by either Party of any of its rights under this Agreement shall be effective unless in writing and signed by an officer of such Party. References to writing includes any method of reproducing words in a legible and non-transitory form. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach, whether or not of the same nature. This Agreement may not be modified or amended except by a writing signed by duly authorized officers from each Party.

(c) This Agreement constitutes the entire Agreement of the Parties with respect to the services and benefits described herein, and cancels and supersedes any and all prior written or oral contracts or negotiations between the Parties with respect to the subject matter hereof.

(d) This Agreement shall be strictly construed as independent from any other agreement or relationship between the Parties.

(e) This Agreement is made pursuant to and shall be governed and construed in accordance with the laws of the Commonwealth of Virginia, without regard to the principles of conflict of laws thereof.

(f) The descriptive headings of the several sections hereof are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

(g) Any notice, request or other communication required or permitted in this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, addressed as follows:

(1) If to ATA PROPERTY MANAGEMENT, LLC, to:

ATA Property Management, LLC

4901 Dickens Road

Suite 101

Richmond, VA 23230

Attention: Gus Remppies, President

Fax: (804) 804-237-1345

Email: gremppies@atareit.com

(2) If to ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC, to:

825 Parkway Street, Suite 4

Jupiter, FL 33477

Attention: Joseph Lubeck

Fax No: 561-745-8745

Email: jlubeck@landmarkresidential.com

The address of any Party may be changed on notice to the other Party duly served in accordance with the foregoing provisions.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed or caused this Support Services Agreement to be executed in their respective names by their respective officers thereunto duly authorized, as of the date first written above.

ATA PROPERTY MANAGEMENT, LLC
By:	/s/ Gustav G. Remppies
	Name:  Gustav G. Remppies
	Title:  President
ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC
By:	/s/ Joseph Lubeck
	Name: Joseph Lubeck
	Title: President

Signature Page to Support Services Agreement

SCHEDULE A

List of Contributed Properties

EX-10.25

Exhibit 10.25

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

APARTMENT TRUST OF AMERICA, INC.,

2335887 LIMITED PARTNERSHIP,

DK LANDMARK, LLC

AND

SOLELY FOR CERTAIN LIMITED PURPOSES SET FORTH HEREIN,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC

Dated as of August 3, 2012

TABLE OF CONTENTS

ARTICLE I. Interpretation		2
1.1	Certain Definitions	2
1.2	Construction	10
ARTICLE II. Purchase and Sale of Securities		10
2.1	Purchase and Sale of Securities	10
2.2	Purchase Price	11
2.3	Closing	11
2.4	Closing Procedures	11
ARTICLE III. Representations and Warranties of the Corporation		12
3.1	Incorporation of Representations and Warranties in Master Agreement and DeBartolo Contribution Agreements	12
3.2	Authorization of Agreement	12
3.3	Consents and Approvals	13
3.4	No Conflicts; No Violations	13
3.5	Capitalization	13
3.6	Authorization of Preferred Stock	14
3.7	Absence of Undisclosed Liabilities	14
3.8	Indebtedness	15
3.9	FF&E	15
3.10	Investment Company	15
3.11	Compliance	15
3.12	Insurance	15
3.13	Solvency	15
3.14	Private Placement	16
3.15	Registration Rights	16
3.16	Waiver of Ownership Limits	16
3.17	Application of Takeover Protections	16
3.18	Matters Relating to Contributed Entities and Contributed Properties	16
3.19	Certain Fees	18
3.20	Acknowledgment Regarding Purchasers’ Purchase of Securities	18
ARTICLE IV. Representations and Warranties of the Purchasers		19
4.1	Organization	19
4.2	Authorization	19
4.3	Consents and Approvals	19
4.4	No Conflicts	20
4.5	Brokers’ Fees	20
4.6	Securities Law Matters	20
4.7	Patriot Act.	20
4.8	Special Representation by OPTrust	21
4.9	No Other Representations or Warranties	21

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ARTICLE V. Covenants During Restricted Period		21
5.1	Conduct of the Business	21
5.2	Master Agreement and DeBartolo Contribution Agreements	22
5.3	Notification	22
5.4	Lender Consents	22
5.5	Information and Access Relating to Alternate Properties	23
ARTICLE VI. Conditions Precedent to Closing		23
6.1	Conditions Precedent to the Corporation’s Obligations	23
6.2	Conditions Precedent to the Purchasers’ Obligations	24
ARTICLE VII. [Intentionally Omitted]		25
ARTICLE VIII. Closing Deliveries		25
8.1	Items to Be Delivered by the Corporation	25
8.2	Items to Be Delivered by the Purchasers	27
8.3	Items to Be Delivered by ELRH	27
8.4	Additional Items to Be Delivered by DeBartolo	28
ARTICLE IX. Other Agreements of the Parties		28
9.1	All Reasonable Efforts; Further Assurances	28
9.2	Notification	28
9.3	Issuance of Preferred Stock	28
9.4	Public Announcements	29
9.5	Confidentiality	29
9.6	Title to Acquired Properties	29
9.7	Transfer Taxes	30
9.8	Transfer Restrictions	30
9.9	Pre-emptive Right	32
9.10	No Impairment	34
9.11	Director and Officer Insurance	34
9.12	Access	35
9.13	Amendments to Transaction Documents	35
9.14	Integration	35
9.15	Appraisal	36
9.16	Use of Proceeds	36
9.17	Other Reporting Obligations	37
9.18	Affiliate Transactions	38
9.19	Investment Company Act	38
ARTICLE X. Survival and Indemnification		39
10.1	Survival of Representations, Warranties, and Covenants	39
10.2	Indemnification	39
10.3	Procedures for Third-Party Claims	41
10.4	Direct Claims	42
10.5	Certain Other Matters	42
ARTICLE XI. Miscellaneous		42

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11.1	Amendments	42
11.2	Assignment	42
11.3	Binding Effect	43
11.4	Counterparts	43
11.5	Entire Agreement	43
11.6	Fees and Expenses	43
11.7	Governing Law	43
11.8	Headings	43
11.9	Jurisdiction	43
11.10	Notices	44
11.11	No Recourse	45
11.12	Severability	46
11.13	Specific Performance	46
11.14	Third-Party Beneficiaries	46
11.15	Waiver	46

Index of Schedules
Schedule A:	Use of Proceeds
Schedule B:	Existing Properties and Existing ATA Indebtedness
Schedule C:	Planned Contributed Properties
Schedule 3.3:	Consents and Approvals
Schedule 3.4:	No Conflicts; No Violations
Schedule 3.18 (b):	Other Third Party Approvals and Consents
Index of Exhibits
Exhibit A:	Series A Preferred Articles Supplementary
Exhibit B:	Series B Preferred Articles Supplementary
Exhibit C:	Form of Warrant
Exhibit D-1:	Form of Opinion of Counsel to Corporation
Exhibit D-2:	Form of Opinion of Tax Counsel to Corporation (Morris, Manning and Martin LLP)
Exhibit D-3:	Form of Opinion of Tax Counsel to Corporation (Hunton & Williams LLP)
Exhibit D-4:	Form of Opinion of Maryland Counsel to Corporation
Exhibit E:	Form of Registration Rights Agreement

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Exhibit F:	Form of Corporate Governance Agreement
Exhibit G:	Form of Indemnification Agreement
Exhibit H:	Form of REIT Ownership Limit Waiver

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 3, 2012, by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Corporation”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”), DK LANDMARK, LLC, a Florida limited liability company (“DeBartolo” and, together with OPTrust, the “Purchasers” and each a “Purchaser”), and ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“ELRH”), solely for the purposes of Section 5.4 (Lender Consents), Section 6.2(b), Section 8.2(e), Section 8.2(f), Section 8.3 (Items to Be Delivered by ELRH), Section 9.12 (Access), Section 9.16 (Use of Proceeds), Section 9.18 (Affiliate Transactions), Section 10.2(b) (and the other provisions of Article X (Survival and Indemnification) to the extent relating thereto) and Article XI (Miscellaneous), and the definitions and other provisions of Article I (Interpretation) to the extent relating to any of the foregoing.

R E C I T A L S

WHEREAS, in connection with the transactions contemplated hereby and by that certain Master Contribution and Recapitalization Agreement, dated as of the date hereof, by and among the Corporation, Apartment Trust of America Holdings, L.P., a Virginia limited partnership (the “Operating Partnership”), ELRH and Elco Landmark Residential Management LLC (the “Master Agreement”), the Corporation has created the following new series of Preferred Stock of the Corporation: (i) a series of Preferred Stock designated as 9.75% Series A Cumulative Non-Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), created by filing with the Department of Assessments and Taxation of the State of Maryland (the “Department”) an articles supplementary in the form attached hereto as Exhibit A (the “Series A Preferred Articles Supplementary”) in accordance with the Maryland General Corporation Law (the “MGCL”), and (ii) a series of Preferred Stock designated as 9.75% Series B Cumulative Non-Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), created by filing with the Department an articles supplementary in the form attached hereto as Exhibit B (the “Series B Preferred Articles Supplementary”) in accordance with the MGCL;

WHEREAS, in connection with the transactions contemplated hereby and by the Master Agreement, the Corporation has entered into two separate Interest Contribution Agreements, dated as of the date hereof, by and among the Corporation, the Operating Partnership, one or more of DeBartolo and its Affiliates, and the other parties thereto, if any (each a “DeBartolo Contribution Agreement” and collectively the “DeBartolo Contribution Agreements”), relating to the contribution to the Operating Partnership of two properties owned by DeBartolo and its Affiliates;

WHEREAS, on the terms and subject to the conditions set forth herein, the Corporation desires to issue and sell to OPTrust, and OPTrust desires to purchase and acquire from the Corporation, four million (4,000,000) shares of Series A Preferred Stock on the Closing Date (as defined below) (collectively, the “Series A Preferred Shares”), together with warrants reflecting 100% warrant coverage to acquire shares of Common Stock (as defined below) in the form attached hereto as Exhibit C (each a “Warrant”);

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WHEREAS, on the terms and subject to the conditions set forth herein, the Corporation desires to issue and sell to DeBartolo, and DeBartolo desires to purchase and acquire from the Corporation, one million (1,000,000) shares of Series B Preferred Stock on the Closing Date (collectively, the “Series B Preferred Shares” and, together with the Series A Preferred Shares, the “Preferred Shares”), together with Warrants; and

WHEREAS, the Purchasers and the Corporation acknowledge and agree that the proceeds of the Preferred Shares sold pursuant to this Agreement shall be used solely for the purposes set forth expressly herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

Interpretation

1.1 Certain Definitions. The following terms shall have the meanings set forth below:

“Adjusted Full Contribution” means, with respect to either OPTrust or DeBartolo, Full Contribution, with the share number threshold specified therein adjusted for purposes of this definition by: (i) increasing such threshold by the aggregate number of shares of Common Stock and limited partnership interest units in the Operating Partnership, if any, issued in respect of the contribution pursuant to the Master Agreement, consummated on or prior to the Outside Date, of any Alternate Property without the prior written consent of each of OPTrust and DeBartolo, including the terms of such contribution and the Agreed Share Value of such Alternate Property and any Indebtedness in respect thereof (which consent will not be unreasonably conditioned, delayed, or withheld), (ii) with respect to OPTrust only, reducing such threshold by a number of shares equal to 2,883,894 in the event that the contribution of the Planned Contributed Property identified on Schedule C hereto as “Creekside Grand” shall not have been consummated on or prior to the Outside Date as a result of the breach by any of OPTrust and its Affiliates of any obligations under any agreement relating to such contribution, (iii) with respect to DeBartolo only, reducing such threshold by a number of shares equal to 747,932 in the event that the contribution of the Planned Contributed Property identified on Schedule C hereto as “Bay Breeze Villas” shall not have been consummated on or prior to the Outside Date as a result of the breach by any of DeBartolo and its Affiliates of any obligations under any agreement relating to such contribution, and (iv) with respect to DeBartolo only, reducing such threshold by a number of shares equal to 353,755 in the event that the contribution of the Planned Contributed Property identified on Schedule C hereto as “Esplanade” shall not have been consummated on or prior to the Outside Date as a result of the breach by any of DeBartolo and its Affiliates of any obligations under any agreement relating to such contribution.

“Adjusted Full Contribution Date” means, with respect to either OPTrust or DeBartolo, the date, if any, as of which Adjusted Full Contribution with respect to such Purchaser shall have been achieved.

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“Affiliate” means, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. For purposes of this Agreement, other than for purposes of the definition of “Related Person” and except as otherwise expressly provided, the Affiliates of ELRH shall be limited to Joseph G. Lubeck, Elco Holdings Ltd. and their respective controlled Affiliates.

“Agreed Share Value” has the meaning ascribed thereto in the Master Agreement as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Alternate Property” means any multifamily residential property (other than a Planned Contributed Property) that is contributed or proposed to be contributed to the Operating Partnership pursuant to the Master Agreement in accordance with the terms thereof without giving effect to any amendment, modification or waiver thereof.

“Business Day” means each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close.

“Capital Stock” means all classes or series of stock of the Corporation, including, without limitation, Common Equity, Series A Preferred Stock and Series B Preferred Stock.

“Charter” means the Articles of Amendment and Restatement of the Corporation dated as of July 18, 2006, as amended by the Articles of Amendment dated as of December 7, 2007, the Second Articles of Amendment dated as of June 22, 2010 and the Third Articles of Amendment dated as of December 28, 2010, and as further contemplated to be amended pursuant to the Master Agreement, and as the same may thereafter be amended or restated.

“Closing” has the meaning ascribed to it in Section 2.3.

“Closing Date” has the meaning ascribed to it in Section 2.3.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Common Equity” means all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other stock of the Corporation, howsoever designated, authorized after the Closing Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount.

“Common Stock” means the common stock, $.01 par value per share, of the Corporation.

“Conduct of Business Covenants” has the meaning ascribed to it in Section 5.1.

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“Contract” has the meaning ascribed thereto in the Master Agreement as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Contributed Entity” means an entity that wholly owns, directly or indirectly, a Contributed Property.

“Contributed Property” means (i) each Planned Contributed Property (except for any such property that becomes an Excluded Property under the Master Agreement pursuant to its terms as of the date hereof without giving effect to any amendment, modification or waiver thereof) and (ii) each Alternate Property (if any), that becomes a Contributed Property under the Master Agreement pursuant to its terms as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Corporation” has the meaning ascribed to it in the preamble to this Agreement.

“DeBartolo” has the meaning ascribed to it in the preamble to this Agreement.

“DeBartolo Contribution Agreement” and “DeBartolo Contribution Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“Department” has the meaning ascribed to it in the recitals to this Agreement.

“Direct Claim” has the meaning ascribed to it in Section 10.4.

“Domestically Controlled REIT” shall mean a REIT that is a “domestically controlled qualified investment entity” meeting the ownership requirements of Code section 897(h)(4)(B).

“ELRH” has the meaning ascribed to it in the preamble to this Agreement.

“Environmental Law” and “Environmental Laws” have the respective meanings ascribed to them in Section 3.18(c).

“Equity Interest” means (i) in the case of a corporation, shares of stock, (ii) in the case of a general or limited partnership, partnership interests, (iii) in the case of a limited liability company, limited liability company interests, (iv) in the case of a trust, beneficial interests therein, and (v) in the case of any other Person that is not an individual, the comparable interests therein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Order” has the meaning ascribed to it in Section 4.7(a).

“Exercise Period” has the meaning ascribed to it in Section 9.9(b).

“Full Contribution” means the contribution, in the aggregate, of (i) Contributed Properties, and/or (ii) cash paid to purchase Capital Stock or Warrants, resulting in the contributors thereof owning, directly or beneficially, at least 13,400,000 shares of Common Stock in the aggregate (assuming (x) conversion of each interest in the Operating Partnership

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acquired pursuant to the Master Agreement directly or beneficially by each contributor thereof into one share of Common Stock and (y) conversion or exercise of any other securities acquired pursuant to the Master Agreement that are convertible into, or exercisable for, Common Stock).

“Fully Exercising ROFO Holder” has the meaning ascribed to it in Section 9.9(b).

“GAAP” means generally accepted accounting principles in the United States.

“Government Approval” means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Governmental Entity, the giving notice to or registration with any Governmental Entity or any other action in respect of any Governmental Entity.

“Governmental Entity” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

“Governance Agreement” has the meaning ascribed to it in Section 8.1(k).

“Hazardous Materials” has the meaning ascribed to it in Section 3.18(c).

“IFRS” has the meaning ascribed to it in Section 9.17(b)(ii).

“Indebtedness” has the meaning ascribed thereto in the Series A Preferred Articles Supplementary.

“Indemnitee” means any Person entitled to indemnification under this Agreement.

“Indemnitor” means any Person required to provide indemnification under this Agreement.

“Indemnity Payment” means any amount of Losses required to be paid pursuant to this Agreement.

“Law” means mean (a) any constitution applicable to, and any statute, treaty, rule, regulation, ordinance, or requirement of any kind of, any Governmental Entity, (b) principles of common law, and (c) any Order.

“Lender Approval” has the meaning ascribed thereto in the Master Agreement or the applicable DeBartolo Contribution Agreement, as the case may be, as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Lien” means any security interest, lien, pledge, charge, encumbrance, mortgage, indenture, security agreement or other similar agreement, arrangement, contract, commitment, or obligation, whether or not relating in any way to credit or the borrowing of money.

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“Losses” means any and all direct and reasonable indirect damages (but excluding any consequential, special or punitive damages, unless such damages are actually incurred by a party in connection with any Proceedings in respect of such party is entitled to be indemnified hereunder in which case such damages shall be included), fines, penalties, deficiencies, liabilities, claims, losses (including loss of value), judgments, awards, settlements, taxes, actions, obligations and costs and expenses in connection therewith (including, without limitation, interest, court costs and fees and expenses of attorneys, accountants and other experts, or any other expenses of litigation or other Proceedings or of any default or assessment).

“Master Agreement” has the meaning ascribed to it in the recitals to this Agreement.

“Material Adverse Effect” means any result, occurrence, fact, change or event (whether or not known or foreseeable as of the date of this Agreement) that, individually, or in the aggregate with any such other results, occurrences, facts, changes, or events, has a material adverse effect on (i) the earnings, business affairs, business prospects, assets, properties, condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries, taken as a whole, or (ii) the ability of the Corporation and its Affiliates to perform in a timely manner their obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby or thereby; provided that, without limitation to the foregoing, it is understood and agreed that each of the following shall be deemed a Material Adverse Effect under this Agreement: (x) an “ATA Material Adverse Effect” (as defined in the Master Agreement on the date hereof without giving effect to any amendment, modification or waiver thereof), (y) a “Portfolio Material Adverse Effect” (as defined in the Master Agreement on the date hereof without giving effect to any amendment, modification or waiver thereof), and (z) a material adverse effect on the value of the Contributed Properties, taken as a whole.

“MGCL” has the meaning ascribed to it in the recitals to this Agreement.

“New Securities” has the meaning ascribed to it in Section 9.9(a).

“Offer Notice” has the meaning ascribed to it in Section 9.9(a).

“Operating Partnership” has the meaning ascribed to it in the recitals to this Agreement.

“OPTrust” has the meaning ascribed to it in the preamble to this Agreement.

“Order” means any decree, injunction, judgment, order, ruling, writ, assessment or arbitration award of a Governmental Entity, arbitrator or arbitral body, commission or self-regulatory organization, whether arising from a Proceeding or applicable Law.

“Organizational Documents” means, with respect to a corporation, limited liability company, partnership, or other legally authorized incorporated or unincorporated entity, (i) the articles of incorporation, certificate of incorporation, articles of organization, articles of association, articles supplementary, certificate of limited partnership or other applicable organizational or charter documents relating to the creation or organization of such entity, together with any amendment or supplement to any of the foregoing and (ii) the bylaws, operating agreement, partnership agreement, or other applicable documents relating to the

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operation, governance or management of such entity, including any security holders’ agreement, voting agreement, voting trust agreement, joint venture agreement or registration rights agreement, together with any amendment or supplement to any of the foregoing.

“Originating Proceedings” has the meaning ascribed to it in Section 10.2(a)(iv).

“Outside Date” has the meaning ascribed to it in Section 5.4.

“Patriot Act” has the meaning ascribed to it in Section 4.7(a).

“Permitted Encumbrances” (i) with respect to any Contributed Property, has the meaning ascribed thereto in the Master Agreement or the applicable DeBartolo Contribution Agreement, as the case may be, as of the date hereof without giving effect to any amendment, modification or waiver thereof, and (ii) with respect to any other property, has the meaning ascribed thereto in the Master Agreement as of the date hereof without giving effect to any amendment, modification or waiver thereof, mutatis mutandis.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity.

“Planned Contributed Property” means any property identified on Schedule C hereto that is hereafter acquired by, or contributed to, the Corporation or any of its Subsidiaries pursuant to or as contemplated by the Master Agreement as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Preferred Equity Securities” means (i) any and all shares of Capital Stock ranking senior to the Common Equity in respect of the right to receive dividends or the right to participate in any distribution upon liquidation, dissolution or winding up of the affairs of the Corporation or the right of redemption thereof, and (ii) any and all securities of the Corporation convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.

“Preferred Shares” has the meaning ascribed to it in the recitals to this Agreement.

“Preferred Stock” has the meaning ascribed to it in the recitals to this Agreement.

“Pro Rata Portion” means with respect to any ROFO Holder, a fraction (i) the numerator of which is the total number of shares of Preferred Stock held by such ROFO Holder and its Affiliates on the date of calculation of the Pro Rata Portion and (ii) the denominator of which is the total number of shares of Preferred Stock outstanding on such date.

“Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Entity or before an arbitrator or arbitral body or mediator.

“Proceeds Accounts” has the meaning ascribed to it in Section 9.16.

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“Purchaser” has the meaning ascribed to it in the preamble to this Agreement.

“Purchaser Documents” has the meaning ascribed to it in Section 4.2.

“Put and ROFR Agreements” means the Series A Put and ROFR Agreement and the Series B Put and ROFR Agreement.

“Receiving Party” has the meaning ascribed to it in Section 9.5.

“Refinancing” has the meaning ascribed thereto in the Master Agreement as of the date hereof without giving effect to any amendment, modification or waiver thereof.

“Registration Rights Agreement” has the meaning ascribed to it in Section 8.1(j).

“Regulations” means the Treasury Regulations promulgated under the Code as such regulations may be amended from time to time (including the corresponding provisions of succeeding regulations).

“Representative” has the meaning ascribed to it in Section 10.2(a)(iv).

“REIT” means any real estate investment trust complying with the requirements of Sections 856 through 860 of the Code and the Regulations related thereto.

“REIT Ownership Limit Waiver” has the meaning ascribed to it in Section 8.1(n).

“Related Person” means any employee, officer, or director of any of the Corporation and its Subsidiaries, any member of his or her immediate family, or any Person controlled by any of the foregoing Persons.

“Restricted Period” means the period from the Closing Date through the earliest to occur of (i) the date as of which Adjusted Full Contribution with respect to both OPTrust and DeBartolo shall have been achieved, (ii) the redemption of all Preferred Shares, (iii) such time as the Series A Preferred Shares cease to be held exclusively by one or more of OPTrust and its Affiliates and the Series B Preferred Shares cease to be held exclusively by one or more of DeBartolo and its Affiliates, and (iv) the later of (A) the first anniversary of the Closing Date and (B) if the Contribution Put Right (as defined in either Put and ROFR Agreement) is exercised, the date on which the Put Closing (as defined in such Put and ROFR Agreement) occurs under such Put and ROFR Agreement.

“ROFO Holder” has the meaning ascribed to it in Section 9.9(a).

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the U.S. Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

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“SEC Reports” means, collectively, all reports, schedules, forms, statements and other documents required by the Securities Act or the Exchange Act or the rules or regulations promulgated thereunder to be filed or furnished by the Corporation, including, without limitation, proxy information and solicitation materials, in each case, in the form and with the substance prescribed by either such Act or such rules or regulations.

“Securities” means the Preferred Shares and the Warrants issued as of the Closing Date.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Articles Supplementary” has the meaning ascribed to it in the recitals to this Agreement.

“Series A Preferred Shares” has the meaning ascribed to it in the recitals to this Agreement.

“Series A Preferred Stock” has the meaning ascribed to it in the recitals to this Agreement.

“Series A Put and ROFR Agreement” means the Put and ROFR Agreement, dated as of the date hereof, by and among OPTrust, Joseph G. Lubeck and Elco North America, Inc.

“Series A Warrant” means a warrant in the series of Warrants to be attached to the Series A Preferred Shares.

“Series B Preferred Articles Supplementary” has the meaning ascribed to it in the recitals to this Agreement.

“Series B Preferred Shares” has the meaning ascribed to it in the recitals to this Agreement.

“Series B Preferred Stock” has the meaning ascribed to it in the recitals to this Agreement.

“Series B Put and ROFR Agreement” means the Put and ROFR Agreement, dated as of the date hereof, by and among DeBartolo, Joseph G. Lubeck and Elco North America, Inc.

“Series B Warrant” means a warrant in the series of Warrants to be attached to the Series B Preferred Shares.

“Specified SEC Reports” means the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, and any and all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case, filed after December 31, 2011 and prior to the Closing Date (excluding disclosures in the “Risk Factors” sections of any such SEC Reports).

“Subsidiary” means (i) in respect of the Corporation, any “subsidiary” of the Corporation as such term is defined in Rule 1-02 of Regulation S-X, including, without limitation, the Operating Partnership, and (ii) in respect of any other Person, any corporation, partnership,

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limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person), (A) owns capital stock or other Equity Interest having ordinary voting power to elect a majority of the board of directors (or equivalent) of such Person, (B) controls the management of which, directly or indirectly, through one or more intermediaries, (C) directly or indirectly through Subsidiaries owns more than 50% of the Equity Interests or (D) is a general partner.

“Third-Party Claim” means any claim, action, suit, or proceeding made or brought by any Person that is not a party to this Agreement or an Affiliate of a party to this Agreement.

“Transaction Documents” means, collectively, this Agreement, the stock certificates representing the Preferred Shares, the Warrants, the Series A Preferred Articles Supplementary, the Series B Preferred Articles Supplementary, the Registration Rights Agreement, the Governance Agreement, the Put and ROFR Agreements, the Master Agreement, the DeBartolo Contribution Agreements and each other document, instrument, certificate, or agreement to be issued or executed by the parties pursuant to this Agreement or any other agreement referred to above to effect the transactions contemplated hereby or thereby.

“Use of Proceeds Schedule” has the meaning ascribed to it in Section 9.16.

“Warrant” has the meaning ascribed to it in the recitals to this Agreement.

1.2 Construction.

(a) All References to “Articles,” “Sections,” “Schedules,” and “Exhibits” contained in this Agreement are, unless expressly stated otherwise herein, references to articles, sections, schedules, or exhibits of or to this Agreement.

(b) In this Agreement, unless the context clearly requires otherwise, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) “day” means a calendar day; (ii) “U.S.” or “United States” means the United States of America; (iv) “including” or “include” mean “including without limitation” or “include without limitation”; (v) “dollar” or “$” means lawful currency of the United States; and (vi) references to specific Laws (such as the MGCL, the Code, and ERISA), or to specific sections or provisions of Laws, apply to the respective U.S. or state Laws that bear the names so specified and to any succeeding Law, section, or provision corresponding thereto and the rules and regulations promulgated thereunder.

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ARTICLE II.

Purchase and Sale of Securities

2.1 Purchase and Sale of Securities. Subject to the terms and conditions set forth herein, on the Closing Date:

(a) the Corporation shall issue, sell, and deliver:

(i) to OPTrust, and OPTrust shall purchase and acquire from the Corporation, four million (4,000,000) shares of Series A Preferred Stock together with a Series A Warrant having warrant coverage equal to the aggregate purchase price in respect of such shares of Series A Preferred Stock; and

(ii) to DeBartolo, and DeBartolo shall purchase and acquire from the Corporation, one million (1,000,000) shares of Series B Preferred Stock together with a Series B Warrant having warrant coverage equal to the aggregate purchase price in respect of such shares of Series B Preferred Stock; and

(b) the Corporation shall pay:

(i) to OPTrust a purchase fee equal to the aggregate sum of one percent (1%) of the Liquidation Preference (as defined in the Series A Preferred Articles Supplementary) of all shares of Series A Preferred Stock sold to OPTrust on the Closing Date; and

(ii) to DeBartolo a purchase fee equal to the aggregate sum of one percent (1%) of the Liquidation Preference (as defined in the Series B Preferred Articles Supplementary) of all shares of Series B Preferred Stock sold to DeBartolo on the Closing Date.

2.2 Purchase Price. On the terms and subject to the conditions set forth herein, the consideration to be paid to the Corporation at the Closing by each Purchaser for the sale and purchase of the Securities as contemplated herein shall be the aggregate sum of the Liquidation Preference (as defined in the applicable Articles Supplementary) for each share of Preferred Stock sold by the Corporation and purchased by such Purchaser on the Closing Date. Any purchase price paid to the Corporation as set forth in this Section 2.2 shall be paid by wire transfer of immediately available funds to the Corporation’s account designated by the Corporation in writing at least two (2) Business Days prior to the Closing Date.

2.3 Closing. The closing of the purchase and sale of the Securities as set forth in Section 2.1 (the “Closing”) shall take place on the date hereof at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, or such other mutually agreed upon location, only as a part of, and simultaneously with, the Initial Closing under the Master Agreement, provided that all of the conditions contained in Article VI have been satisfied or waived by such date (other than those conditions to be satisfied on the Closing Date, as defined below). The date of the Closing is referred to herein as the “Closing Date.”

2.4 Closing Procedures. All actions to be taken and all documents to be executed and delivered by the parties in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to the other parties and their respective counsel. All actions to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously at the Closing, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed, and delivered.

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ARTICLE III.

Representations and Warranties of the Corporation

The Corporation hereby makes the following representations and warranties to each of the Purchasers (except that (i) the representations and warranties set forth in Section 3.1 hereof (to the extent incorporated by reference therein from Section 6.1 of each of the DeBartolo Contribution Agreements) and (ii) the representations and warranties set forth in Section 3.18 hereof (to the extent relating to any of DeBartolo and its Affiliates, the DeBartolo Contribution Agreements, and the Contributed Properties and Contributed Entities that are the subject of the DeBartolo Contribution Agreements), in each case, are made by the Corporation solely to OPTrust and not to DeBartolo, and with respect to DeBartolo shall be deemed for all purposes not to have been made by the Corporation, notwithstanding anything to the contrary herein or in any certificate, instrument or other document delivered pursuant hereto):

3.1 Incorporation of Representations and Warranties in Master Agreement and DeBartolo Contribution Agreements.

(a) The Corporation hereby makes to each of the Purchasers each of the representations and warranties set forth in Articles IV, V and VI of the Master Agreement and each of the representations and warranties set forth in Section 6.1 of each of the DeBartolo Contribution Agreements, all of which are hereby incorporated by reference (together with (i) any definitions therein necessary to give effect to such representations and warranties and (ii) any disclosure schedules thereto modifying or referenced by such representations and warranties), mutatis mutandis, including to reflect that documents stated therein to have been furnished or made available to any of the Corporation, ELRH and their respective Affiliates shall have been furnished or made available to the Purchasers; provided that any reference to any “ATA Material Adverse Effect” or any “Portfolio Material Adverse Effect” or any “Material Adverse Change” in any such representations and warranties shall be deemed to include also any matter described in clause (ii) of the definition of “Material Adverse Effect” herein. For the avoidance of doubt, in the case of representations and warranties made in the Master Agreement or the DeBartolo Contribution Agreements by any entity other than the Corporation or the Operating Partnership, the Corporation hereby makes to the Purchasers, for purposes of this Agreement, those same representations and warranties, verbatim, in place of such other entities.

(b) As used in this Article III with respect to the Corporation, the term “knowledge” shall have the meaning ascribed thereto in the Master Agreement on the date hereof without giving effect to any amendment, modification or waiver thereof.

3.2 Authorization of Agreement. The Corporation has the requisite corporate power to execute and deliver this Agreement and each other Transaction Document to be executed by it and to perform its obligations hereunder and thereunder. Each Subsidiary of the Corporation that is party to any Transaction Document has the requisite limited partnership (or equivalent) power to execute and deliver each Transaction Document to be executed by it and to perform its obligations thereunder. The execution and delivery by the Corporation of this Agreement and each other Transaction Document to be executed by it and the performance by it of its

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obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Corporation. The execution and delivery by each Subsidiary of the Corporation that is party to any Transaction Document of each Transaction Document to be executed by it and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary limited partnership (or equivalent) action on the part of the such Subsidiary. This Agreement has been, and each Transaction Document to be executed by the Corporation or any Subsidiary of the Corporation will be, duly executed and delivered by a duly authorized officer of the Corporation (on its own behalf or indirectly on behalf of such Subsidiary, as the case may be) and constitute valid and binding obligations of the Corporation or such Subsidiary, as the case may be, enforceable against the Corporation or such Subsidiary, respectively, in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.3 Consents and Approvals. Except as set forth on Schedule 3.3, no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Person or Governmental Entity (including any consent, approval, waiver, or authorization in respect of any contract, license or permit) is required to be obtained or made by or in respect of the Corporation or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other Transaction Document by the Corporation or any of its Subsidiaries, the performance by the Corporation or any of its Subsidiaries of its obligations hereunder and thereunder or the consummation of the transactions contemplated hereby or thereby, other than (i) if required, the filing of a Form D with the SEC and filings with any applicable state securities regulatory authorities and (ii) those made or obtained prior to the Closing.

3.4 No Conflicts; No Violations. The execution and delivery of this Agreement does not (and of each other Transaction Document will not), and neither will the performance by the Corporation or any of its Subsidiaries of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein (i) conflict with the Organizational Documents of the Corporation or any of its Subsidiaries, (ii) except as set forth on Schedule 3.4, conflict with, result in any violation of, constitute a default (with or without notice, the passage of time or both) under, or give rise to a right of termination, cancellation, or acceleration of, or any obligation or to loss of a benefit under, any contract to which the Corporation or any of its Subsidiaries is a party or by which any of its assets or properties may be bound, (iii) violate, constitute a default (with or without notice, the passage of time or both) under, or cause the forfeiture, impairment, non-renewal, revocation, or suspension of any license or permit necessary for the conduct of the business of the Corporation or any of its Subsidiaries in compliance with all Laws, (iv) violate any Order of any Governmental Entity applicable to the Corporation or any of its Subsidiaries, (v) violate any Law applicable to the Corporation or any of its Subsidiaries, or (vi) result in the creation of any Lien upon any of the assets or properties of the Corporation or any of its Subsidiaries, except, in the case of clauses (ii) through (vi), as could not reasonably be expected to have a Material Adverse Effect.

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3.5 Capitalization. Except as set forth in the Specified SEC Reports or in the Transaction Documents, there are (i) no authorized or outstanding securities, rights (preemptive or other), subscriptions, calls, commitments, warrants, options, or other agreements that give any Person the right to purchase, subscribe for, or otherwise receive or be issued Capital Stock or any security convertible into or exchangeable or exercisable for Capital Stock, (ii) no outstanding debt or equity securities of the Corporation that upon the conversion, exchange, or exercise thereof would require the issuance, sale, or transfer by the Corporation of any new or additional Capital Stock (or any other securities of the Corporation which, whether after notice, lapse of time, or payment of monies, are or would be convertible into or exchangeable or exercisable for Capital Stock), (iii) no agreements or commitments obligating the Corporation to repurchase, redeem, or otherwise acquire Capital Stock or other securities of any Corporation Entity, and (iv) no outstanding or authorized stock appreciation rights, phantom stock, stock rights, or other equity-based interests in respect of the Corporation. The Corporation has not issued any voting indebtedness.

3.6 Authorization of Preferred Stock.

(a) Four million (4,000,000) shares of Preferred Stock have been designated as Series A Preferred Stock and one million (1,000,000) shares of Preferred Stock have been designated as Series B Preferred Stock. No other shares of Preferred Stock have been designated for issuance by the Board of Directors of the Corporation. The Corporation has no issued or outstanding Preferred Equity Securities other than the Preferred Stock issued pursuant to this Agreement.

(b) The rights, preferences, privileges and restrictions of the Series A Preferred Stock are as set forth in the Series A Preferred Articles Supplementary. The rights, preferences, privileges and restrictions of the Series B Preferred Stock are as set forth in the Series B Preferred Articles Supplementary. When issued and delivered in accordance with the terms of this Agreement and its respective Articles Supplementary, the Preferred Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

(c) The Common Stock issuable upon exercise of the Warrants has been duly and validly reserved for issuance (based on an exercise price equal to Nine Dollars ($9.00)). When issued and delivered in accordance with the terms of the Warrants, such Common Stock will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

3.7 Absence of Undisclosed Liabilities. Neither the Corporation nor any of its Subsidiaries has any material liabilities, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, other than the following: (i) any Indebtedness set forth on Schedule B hereto, (ii) liabilities in respect of uses of proceeds set forth on Schedule A hereto, (iii) liabilities fully and adequately reflected or reserved against in the Specified SEC Reports; (iv) liabilities incurred in the ordinary course of business of the Corporation and its Subsidiaries since the date of the latest audited annual financial statements included in the Specified SEC Reports, none of which could reasonably be expected to have a Material Adverse Effect; (v) liabilities between or among any two or more of the Corporation and its Subsidiaries; and (vi) liabilities of the type expressly covered by any other representations and warranties of the Corporation set forth in this Agreement.

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3.8 Indebtedness. Schedule B hereto sets forth all Indebtedness of the Corporation and each of its Subsidiaries (including any Indebtedness secured by a mortgage on any real property) as of the Closing Date, listing separately (a) each such Indebtedness that is secured by a mortgage on any specific real property, (b) each such Indebtedness that is a Permitted Additional Unsecured Debt (as defined in the Series A Preferred Articles Supplementary) and (c) any other material Indebtedness. Neither the Corporation nor any of its Subsidiaries has any Indebtedness or any liabilities in respect thereof, whether currently due, accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted, except Indebtedness listed on Schedule B.

3.9 FF&E. There are no items owned or leased by a third party and used at any real property owned by the Corporation or its Subsidiaries by or on behalf of the owner of such real property in connection with the ownership, operation or maintenance of such real property that would otherwise constitute FF&E (as defined in the Master Agreement on the date hereof without giving effect to any amendment, modification or waiver thereof, mutatis mutandis), except as has not had and could not reasonably be expected to have a Material Adverse Effect.

3.10 Investment Company. The Corporation is not, and after giving effect to the issuance of the Securities and the application of the proceeds thereof will not be, an “investment company” within the meaning of Investment Company Act of 1940, as amended.

3.11 Compliance. None of the Corporation or any of its Subsidiaries is in violation of any Law or of any Order of any Governmental Entity which violation has had or could reasonably be expected to have a Material Adverse Effect.

3.12 Insurance. The Corporation and its Subsidiaries carry or are entitled to the benefits of insurance with financially sound and reputable insurers, in such amounts and covering such risks as are generally maintained by companies of established reputation engaged in the business of ownership of multifamily residential properties, and all such insurance is in full force and effect. The Corporation has no reason to believe that any of the Corporation and its Subsidiaries will not be able to (a) renew its existing insurance coverage as and when such policies expire or (b) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Effect. Since January 1, 2011, none of the Corporation and its Subsidiaries has been denied any material insurance coverage that it has sought or for which it has applied.

3.13 Solvency. The Corporation and its Subsidiaries are able to pay their respective debts (including trade debts) as they mature. The fair saleable value of all the assets and properties (including goodwill minus disposition costs) of the Corporation and its Subsidiaries, taken as a whole, exceeds the fair value of their liabilities, both before and after giving effect to the consummation of the transactions contemplated by the Transaction Documents. The Corporation will not be left with unreasonably small capital after consummation of any transaction contemplated by the Transaction Documents.

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3.14 Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4.6, the offer, sale, and issuance of the Securities as contemplated hereby will be exempt from the registration requirements of the Securities Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration or qualification requirements of all applicable state securities Laws. Neither the Corporation nor any Person acting on its behalf will take any action that would cause the loss of any such exemption. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4.6, the offer, sale, and issuance of the Securities as contemplated hereby will comply with all applicable federal and state Laws.

3.15 Registration Rights. Except as set forth in or as permitted by any of the Transaction Documents or the limited partnership agreement of the Operating Partnership, the Corporation has not granted or agreed to grant to any Person any rights (including “piggy back” registration rights) to have any securities of the Corporation or any of its Subsidiaries registered with the SEC or any other Governmental Entity that have not been satisfied.

3.16 Waiver of Ownership Limits. The Board of Directors of the Corporation has waived the Aggregate Stock Ownership Limit and, in the case of OPTrust, the Common Stock Ownership Limit (each as defined in the Charter), in accordance with the Charter to permit each of the Purchasers to acquire and hold ownership positions in the Corporation exceeding such limit or limits, to the extent provided in the REIT Ownership Limit Waiver delivered to such Purchaser at the Closing.

3.17 Application of Takeover Protections. The Corporation has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar provision under the Charter (or other Organizational Documents of the Corporation) or the MGCL that is or could become applicable to a Purchaser as a result of such Purchaser and the Corporation fulfilling their obligations or exercising their rights under the Transaction Documents, including the Corporation’s issuance of the Securities and any Purchaser’s ownership of the Securities and the Corporation’s issuance of Common Stock upon exercise of the Warrants and such Purchaser’s ownership of such Common Stock. To the extent that any acquisition of Capital Stock by a Purchaser pursuant to this Agreement would constitute an acquisition of control shares, such acquisition has been exempted from Title 3, Subtitle 7 of the MGCL.

3.18 Matters Relating to Contributed Entities and Contributed Properties. As of the Closing Date:

(a) Insurance. The Contributed Entities and their respective Subsidiaries carry or are entitled to the benefits of insurance with financially sound and reputable insurers, in such amounts and covering such risks as are generally maintained by companies of established reputation engaged in the business of ownership of multifamily residential properties, and all such insurance is in full force and effect. The Corporation has no reason to believe that any of the Contributed Entities and their respective Subsidiaries will not be able to (a) renew its existing insurance coverage as and when such policies expire or (b) obtain comparable coverage from similar institutions as may

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be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Effect. Since January 1, 2011, none of the Contributed Entities and their respective Subsidiaries has been denied any material insurance coverage that it has sought or for which it has applied.

(b) Other Third Party Approvals and Consents. Except as set forth on Schedule 3.18(b), no consent, approval, waiver or authorization of, or registration, declaration, or filing with, or notice to, any Person (including any consent, approval, waiver, or authorization in respect of any contract or permit) is required to be obtained or made by or in respect of ELRH, Elco Landmark Residential Management LLC or any Affiliate of either of them in connection with the execution and delivery of any of the Transaction Documents, the performance of any of them of their respective obligations thereunder or the consummation of the transaction contemplated thereby, other than (i) those set forth in the related disclosure schedules incorporated by reference herein pursuant to Section 3.1, (ii) any Lender Approval or Refinancing and (iii) those made or obtained prior to the Closing.

(c) Environmental Matters. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) no owner of any Contributed Property is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (each, an “Environmental Law” and, collectively, “Environmental Laws”), (B) each owner of each Contributed Property has all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against any Contributed Entity or any owner of a Contributed Property and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any Contributed Entity or owner or a Contributed Property relating to Hazardous Materials or any Environmental Laws.

(d) FF&E. There are no items owned or leased by a third party and used at any Contributed Property by or on behalf of the owner of such Contributed Property in connection with the ownership, operation or maintenance of such Contributed Property that would otherwise constitute FF&E (as defined in the Master Agreement on the date hereof without giving effect to any amendment, modification or waiver thereof), other than (i) any leased or licensed item as set forth in the related disclosure schedules incorporated by reference herein pursuant to Section 3.1 and (ii) any other item that is not material to the ownership, operation or maintenance of such Contributed Property.

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(e) Contracts.

(i) No event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default by an owner of a Contributed Property of, or give rise to any Lien or right of termination, prepayment or acceleration against any owner of a Contributed Property under, any material Contract.

(ii) The material Contracts with respect to each Contributed Property to be contributed by ELRH or any Affiliate thereof are in full force and effect, without material default by ELRH, Elco Landmark Residential Management LLC or any of their respective Affiliates that is a party thereto and, to the Corporation’s knowledge, without material default by any other party thereto.

(iii) The material Contracts with respect to each Contributed Property to be contributed by DeBartolo or any Affiliate thereof are in full force and effect, without material default by DeBartolo or any Affiliate thereof that is a party thereto and, to the Corporation’s knowledge, without material default by any other party thereto.

3.19 Certain Fees. Except for any fee payable to the Purchasers pursuant to this Agreement and except as set forth on Schedule A hereto, no brokerage or finder’s fees or commissions are or will be payable by the Corporation or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement or any of the Transaction Documents (including, without limitation, the exercise of the Warrants). The Purchasers shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by a Purchaser pursuant to agreements made by such Purchaser which fees or commissions shall be the sole responsibility of such Purchaser) made by or on behalf of the Corporation or any of its Subsidiaries for fees of a type contemplated in this Section 3.19 that may be due in connection with the transactions contemplated by this Agreement or any of the Transaction Documents (including, without limitation, the exercise of the Warrants). The Corporation shall indemnify and hold harmless each of the Purchasers, their employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney’s fees) and expenses, as such fees and expenses are incurred, that are suffered in respect of (i) any claimed or existing fees or commissions of the type contemplated by this Section 3.19 for which the Corporation or any of its Subsidiaries is responsible, other than those disclosed above, and (ii) any failure of the Corporation or any of its Subsidiaries to timely pay those fees and commissions disclosed above.

3.20 Acknowledgment Regarding Purchasers’ Purchase of Securities. The Corporation acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Corporation further acknowledges that no Purchaser is acting as a financial advisor or fiduciary

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of the Corporation (or in any similar capacity) with respect to this Agreement and any other Transaction Documents to which such Purchaser is or will be a party and the transactions contemplated hereby and thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Purchaser’s purchase of the Securities. The Corporation further represents to each Purchaser that the Corporation’s decision to enter into this Agreement and each of the other Transaction Documents to which the Corporation is a party has been based solely on the independent evaluation of the Corporation and its representatives. The Corporation further acknowledges that no Purchaser has made any promises or commitments other than as set forth in this Agreement, including any promises or commitments for any additional investment by any such Purchaser in the Corporation, except to the extent that a Purchaser may be party to, and as provided in, any of the Transaction Documents or any other agreement executed and delivered in connection therewith.

ARTICLE IV.

Representations and Warranties of the Purchasers

Each Purchaser, severally and not jointly, hereby makes the following representations and warranties to the Corporation (references to “the Purchaser” in this Article IV refer to the Purchaser that is making the representation or warranty; for the avoidance of doubt, each Purchaser is making the following representations and warranties with respect to itself only and not the other Purchaser):

4.1 Organization. The Purchaser is duly formed, validly existing, and in good standing under the Laws of its jurisdiction of formation.

4.2 Authorization. The Purchaser has the requisite limited partnership, limited liability company or equivalent power to execute and deliver this Agreement and each other Transaction Document to be executed by it in connection with the consummation of the transactions contemplated hereby (the “Purchaser Documents”) and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and each Purchaser Document and the performance by it of its obligations hereunder and thereunder have been (or at the time of execution will be) duly authorized by all necessary limited partnership, limited liability company or equivalent action on the part of the Purchaser. This Agreement has been (and each Purchaser Document applicable to the Purchaser will be) duly executed and delivered by the Purchaser and, assuming the due execution and delivery of this Agreement and each Purchaser Document by the other party or parties hereto or thereto, constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

4.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Person or Governmental Entity is required to be obtained or made by or in respect of the Purchaser in connection with the execution and delivery of this Agreement or any Purchaser Document by the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby or thereby.

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4.4 No Conflicts. The execution and delivery of this Agreement does not (and each Purchaser Document will not), and neither the performance by the Purchaser of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby, will (i) conflict with the Purchaser’s Organizational Documents, (ii) conflict with, result in any violation of, constitute a default under, or give rise to a right of termination, cancellation, or acceleration of, or any obligation or to loss of a benefit under, any contract to which the Purchaser is a party or by which any of its assets or properties may be bound or (iii) violate any Order of any Governmental Entity or Law applicable to the Purchaser.

4.5 Brokers’ Fees. Neither the Purchaser nor any Person acting on the Purchaser’s behalf has agreed to pay any commission, finder’s or broker’s fee, or similar payment in connection with the transactions contemplated by this Agreement or any matter related hereto to any Person for which any of the Corporation and its Subsidiaries will be liable.

4.6 Securities Law Matters. The Purchaser is acquiring the Securities for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and not a registered broker-dealer under Section 15 of the Exchange Act. The Purchaser understands and acknowledges that none of the Securities or the Common Stock underlying the Warrants has been registered under the Securities Act, or the securities Laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities Laws of any state or foreign jurisdiction. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Each Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

4.7 Patriot Act.

(a) Neither the Purchaser nor, to the Purchaser’s knowledge, any of its Affiliates, is in violation of Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or, to the Purchaser’s knowledge, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”).

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(b) Neither the Purchaser nor, to the Purchaser’s knowledge, any of its Affiliates, is a “Prohibited Person” which is defined as follows:

(i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person or entity with whom the Corporation or its successor or assignee is prohibited from dealing or otherwise engaging in any transaction by the Executive Order or the Patriot Act;

(iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and

(vi) a person or entity who is affiliated with a person or entity listed above.

(c) Neither the Purchaser nor, to the Purchaser’s knowledge, any of its Affiliates, has: (i) conducted any business or engaged in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) dealt in or otherwise engaged in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

4.8 Special Representation by OPTrust. OPTrust, and only OPTrust, hereby represents and warrants to the Corporation that it is treated as a partnership under the Code, each partner of which is treated as a “foreign government” under Treasury Regulation Section 1.892-2T (and any successor provision thereto), and that neither OPTrust nor any such partner is an entity described in Section 892(a)(2)(B) of the Code.

4.9 No Other Representations or Warranties. The Corporation acknowledges and agrees that the Purchaser does not make and has not made any representations or warranties herein other than those specifically set forth in this Article IV.

ARTICLE V.

Covenants During Restricted Period

5.1 Conduct of the Business. Reference is made to the covenants set forth in Sections 7.2 and 7.3 of the Master Agreement and Sections 8.1 through 8.11 of each DeBartolo Contribution Agreement (collectively, the “Conduct of Business Covenants”). Except as

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approved by OPTrust in writing (which approval will not be unreasonably conditioned, delayed, or withheld), during the Restricted Period, (i) the Corporation shall, and shall cause the Operating Partnership to, perform and comply with their respective obligations under the Conduct of Business Covenants and (ii) the Corporation shall not, and shall cause the Operating Partnership not to, amend, modify, waive or terminate, or agree to an amendment, modification, waiver or termination of, any of their respective rights and obligations under the Conduct of Business Covenants, except in the case of any termination of the Master Agreement or any DeBartolo Contribution Agreement in accordance with its terms without giving effect to any amendment, modification or waiver thereof.

5.2 Master Agreement and DeBartolo Contribution Agreements. During the Restricted Period, the Corporation shall, and shall cause the Operating Partnership to, comply with the terms and conditions of, and perform its obligations under, each of the Master Agreement and the DeBartolo Contribution Agreements. Except as approved by OPTrust in writing (which approval will not be unreasonably conditioned, delayed, or withheld), during the Restricted Period, the Corporation shall not, and shall cause the Operating Partnership not to, amend, modify, waive or terminate, or agree to an amendment, modification, waiver or termination of, any of their respective rights, or any conditions precedent to their respective obligations, under the Master Agreement or any DeBartolo Contribution Agreement (other than with respect to the Conduct of Business Covenants, which are addressed exclusively by Section 5.1 above), in each case, where such amendment, modification, waiver or termination is material or would adversely affect any rights of the Purchasers hereunder, except in the case of any termination of the Master Agreement or any DeBartolo Contribution Agreement in accordance with its terms without giving effect to any amendment, modification or waiver thereof.

5.3 Notification. During the Restricted Period, the Corporation will notify each of OPTrust and DeBartolo of any change, circumstance, condition, development, effect, event, fact, or result in respect of the business, operations, financial condition, results of operations, assets, liabilities, or prospects of any of the Corporation and its Subsidiaries (including as a Subsidiary, for purposes of this Section 5.3, any entity that would become a Subsidiary of the Corporation upon consummation of the contribution of the Planned Contributed Properties) that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect. In addition, the Corporation shall provide prompt written notice to the Purchasers of the occurrence of the Adjusted Full Contribution Date with respect to either OPTrust or DeBartolo.

5.4 Lender Consents. During the Restricted Period, each of ELRH and the Corporation shall, and shall cause each of their respective Affiliates to, (i) comply with their respective obligations under Section 7.4 of the Master Agreement and (ii) use their respective commercially reasonable efforts to cause any and all Lender Approvals or Refinancings required to be obtained pursuant to the Master Agreement to be obtained on or prior to the date that is six (6) months after the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter) (the “Outside Date”). During the Restricted Period, each of DeBartolo and the Corporation shall, and shall cause each of their respective Affiliates to, (i) comply with their respective obligations under Section 4.2 of each of the DeBartolo Contribution Agreements and (ii) use their respective commercially reasonable efforts to cause any and all Lender Approvals required to be obtained pursuant to each DeBartolo Contribution Agreement to be obtained on or prior to the Outside Date.

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5.5 Information and Access Relating to Alternate Properties. During the Restricted Period, the Corporation shall, and it shall cause its Subsidiaries to, promptly provide to each of the Purchasers any information, reports and documents relating to any Alternate Property, including access to such property and any records or other information relating thereto that such Purchaser may reasonably request in order to enable such Purchaser to make an informed decision whether or not to consent (for purposes of determining whether or not an adjustment is to be made to the applicable threshold pursuant to the definition of the term Adjusted Full Contribution) to the contribution of any Alternate Property to the Corporation pursuant to the Master Agreement.

ARTICLE VI.

Conditions Precedent to Closing

6.1 Conditions Precedent to the Corporation’s Obligations. Subject to Section 2.3, the obligation of the Corporation to consummate the sale of Securities on the Closing Date is subject to the satisfaction or waiver by the Corporation on the Closing Date of the following conditions:

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of the Purchasers contained in Article IV shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date.

(b) Performance of Covenants. Each Purchaser shall have performed and complied with the covenants and provisions of this Agreement required to be performed or complied with by it on the Closing Date.

(c) Closing Deliveries. Each Purchaser shall have delivered to the Corporation the items set forth in Section 8.2 required to be delivered by the Purchasers on or before the Closing Date.

(d) Effectiveness of Master Agreement and DeBartolo Contribution Agreements. Each of the Master Agreement and the DeBartolo Contribution Agreements shall be in full force and effect and shall not have been terminated for any reason.

(e) Simultaneous Closing under Master Agreement. The consummation of the transactions contemplated by the Master Agreement to be consummated at the Initial Closing (as defined therein) shall have occurred simultaneously with the Closing hereunder.

(f) Ancillary Agreements. Each of the Registration Rights Agreement and the Governance Agreement shall have been executed and delivered by all parties thereto (other than the Corporation). Each of the Series A Put and ROFR Agreement and the Series B Put and ROFR Agreement shall have been executed and delivered by all parties thereto.

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(g) No Order. No Governmental Entity with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated hereby.

6.2 Conditions Precedent to the Purchasers’ Obligations. The obligation of each of the Purchasers to consummate the purchase of Securities on the Closing Date is subject to the satisfaction on the Closing Date of the following conditions (except to the extent waived in writing by such Purchaser):

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of the Corporation contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date other than such representations and warranties that expressly speak as of an earlier date (which need only be true and correct as of such date).

(b) Performance of Covenants. Each of the Corporation, ELRH and DeBartolo shall have performed and complied with all of the covenants and provisions of this Agreement, the Master Agreement and each of the DeBartolo Contribution Agreements required to be performed or complied with by it on the Closing Date.

(c) Closing Deliveries. The Corporation shall have delivered to each Purchaser each item set forth in Section 8.1 required to be delivered by the Corporation on or before the Closing Date. ELRH shall have delivered to each Purchaser each item set forth in Section 8.3 required to be delivered by ELRH on or before the Closing Date. With respect to OPTrust, DeBartolo shall have delivered to OPTrust each item set forth in Section 8.4 required to be delivered by DeBartolo on or before the Closing Date.

(d) Effectiveness of Master Agreement and DeBartolo Contribution Agreements. Each of the Master Agreement and the DeBartolo Contribution Agreements shall be in full force and effect and shall not have been terminated for any reason.

(e) Simultaneous Closing under Master Agreement. The consummation of the transactions contemplated by the Master Agreement to be consummated at the Initial Closing (as defined therein) shall have occurred simultaneously with the Closing hereunder.

(f) Ancillary Agreements. Each of the Registration Rights Agreement and the Governance Agreement shall have been executed and delivered by all parties thereto (other than such Purchaser and its Affiliates). Each of the Series A Put and ROFR Agreement and the Series B Put and ROFR Agreement shall have been executed and delivered by all parties thereto (other than such Purchaser and its Affiliates to the extent a party thereto).

(g) No Order. No Governmental Entity with jurisdiction over such matters shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated hereby illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated hereby.

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(h) No Material Adverse Effect. Since December 31, 2011, there shall not have occurred any event, circumstance, condition, fact, or other matter that has had or could reasonably be expected to have a Material Adverse Effect.

(i) Domestically Controlled REIT. The Corporation shall be qualified as a Domestically Controlled REIT.

(j) Consents and Waivers. All approvals, authorizations, consents, and waivers of any Person or Governmental Entity that are required in connection with the execution and delivery of this Agreement or any Transaction Document, the performance of the Corporation of its obligations hereunder or thereunder, and the consummation of the transactions contemplated hereby and thereby shall have been duly obtained and effective, except for those approvals, authorizations, consents, and waivers contemplated by Section 5.4 to be obtained after the Closing Date.

(k) Absence of Breach. No event shall have occurred that, with the giving of notice or the passage of time or both, would (i) constitute a default or breach by any party (other than the Purchasers and their respective Affiliates) of its covenants and agreements under the Transaction Documents, or (ii) allow the exercise of the Optional Redemption Right under (and as defined in) the Series A Preferred Articles Supplementary or the Series B Preferred Articles Supplementary.

ARTICLE VII.

[Intentionally Omitted]

ARTICLE VIII.

Closing Deliveries

8.1 Items to Be Delivered by the Corporation. At the Closing, the Corporation shall deliver to each of the Purchasers the following items, in form and substance reasonably satisfactory to such Purchaser:

(a) Preferred Stock Certificates. Validly issued stock certificates duly executed by the appropriate officers of the Corporation and representing the Preferred Shares being issued to such Purchaser at the Closing.

(b) Warrant. The Warrant being issued to such Purchaser at the Closing, duly executed by the Corporation.

(c) Purchase Fee. An amount equal to the aggregate sum of one percent (1%) of the Liquidation Preference (as defined in the applicable Articles Supplementary) of all of Preferred Shares being issued to such Purchaser at the Closing.

(d) Expense Reimbursement. The amount to be reimbursed by the Corporation pursuant to Section 11.6(a).

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(e) Certificate of Good Standing. A file-stamped copy, dated no later than three (3) Business Days prior to the Closing Date, certified by the Department and showing the Corporation to be validly existing and in good standing in the State of Maryland.

(f) Certified Copy of Articles Supplementary. A file-stamped copy of each of the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary, each as certified by the Department.

(g) Officers’ Certificate. A certificate, dated as of the Closing Date, duly executed by the President and the Secretary of the Corporation certifying that (i) attached to such certificate are true and complete copies of (x) all Organizational Documents of the Corporation (including without limitation the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary), together with any and all amendments thereto, and (y) all resolutions adopted by the Corporation’s Board of Directors authorizing the execution, delivery and performance by the Corporation of the Transaction Documents to which it is a party and including, without limitation, such elections and determinations, if any, as may be necessary to opt out of, or otherwise to render inapplicable, any applicable control share, business combination or other anti-takeover Laws, and (ii) that the same are in full force and effect and in accordance with all applicable Laws.

(h) Closing Certifications of the Corporation. A certificate duly executed by the President and the Secretary of the Corporation certifying that, as of the Closing Date, each of the conditions set forth in Sections 6.2(a), 6.2(b) (solely with respect to the Corporation’s obligations thereunder), 6.2(d), 6.2(e), 6.2(j) and 6.2(k) (solely with respect to the Corporation’s obligations thereunder) has been satisfied (except to the extent waived in writing by such Purchaser).

(i) Legal Opinions. An opinion of Hunton & Williams LLP, counsel to the Corporation, dated the Closing Date, in substantially the form attached hereto as Exhibit D-1, opinions of Morris, Manning and Martin LLP and Hunton & Williams LLP, tax counsel to the Corporation, dated the Closing Date, in substantially the forms attached hereto as Exhibit D-2 and Exhibit D-3, respectively, and an opinion of Venable LLP, Maryland counsel to the Corporation, dated the Closing Date, in substantially the form attached hereto as Exhibit D-4.

(j) Registration Rights Agreement. The Registration Rights Agreement, duly executed by the Corporation, in substantially the form attached hereto as Exhibit E (the “Registration Rights Agreement”).

(k) Governance Agreement. The Corporate Governance Agreement, duly executed by the Corporation, in substantially the form attached hereto as Exhibit F (the “Governance Agreement”).

(l) Indemnification Agreements. A separate Indemnification Agreement between the Corporation and each director, if any, designated by such Purchaser pursuant to the Governance Agreement, each in substantially the form attached hereto as Exhibit G and duly executed by an authorized officer of the Corporation.

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(m) Director and Officer Insurance. Written evidence of an effective directors and officers liability insurance policy meeting the requirements of Section 9.11.

(n) Ownership Limit Waiver. A duly executed REIT ownership limit waiver certificate in substantially the form attached hereto as Exhibit H (a “REIT Ownership Limit Waiver”).

(o) Other Documents. Such other documents relating to the transactions contemplated hereby as the Purchasers or their counsel may reasonably request.

8.2 Items to Be Delivered by the Purchasers. At the Closing, each Purchaser shall deliver to the Corporation (or to ELRH, to the extent expressly provided below) the following:

(a) Purchase Price. The purchase price in cash for the Securities being purchased by such Purchaser at the Closing.

(b) Officer’s Certificates. A certificate, dated as of the Closing Date, duly executed by authorized officers of the applicable Purchaser certifying that, as of the Closing Date, each of the conditions set forth in clauses (a) and (b) of Section 6.1 has been satisfied (except to the extent waived in writing by the Corporation).

(c) Registration Rights Agreement. The Registration Rights Agreement, duly executed by such Purchaser.

(d) Governance Agreement. The Governance Agreement, duly executed by such Purchaser.

(e) Series A Put and ROFR Agreement. OPTrust shall deliver to ELRH the Series A Put and ROFR Agreement, duly executed by OPTrust.

(f) Series B Put and ROFR Agreement. DeBartolo shall deliver to ELRH the Series B Put and ROFR Agreement, duly executed by DeBartolo.

(g) Other Documents. Such other documents relating to the transactions contemplated hereby as the Corporation or its counsel may reasonably request.

8.3 Items to Be Delivered by ELRH. At the Closing, ELRH shall deliver to each of the Purchasers, as applicable, the following items, in form and substance reasonably satisfactory to such Purchaser:

(a) Officer’s Certificate. A certificate, dated as of the Closing Date, duly executed by an authorized officer of ELRH certifying that, as of the Closing Date, each of the conditions set forth in Sections 6.2(b) and 6.2(k) has been satisfied with respect to ELRH’s obligations thereunder (except to the extent waived in writing by such Purchaser).

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(b) Series A Put and ROFR Agreement. With respect to OPTrust, the Series A Put and ROFR Agreement, duly executed by the parties thereto (other than OPTrust).

(c) Series B Put and ROFR Agreement. With respect to DeBartolo, the Series B Put and ROFR Agreement, duly executed by the parties thereto (other than DeBartolo).

8.4 Additional Items to Be Delivered by DeBartolo. At the Closing, DeBartolo shall deliver to OPTrust the following items, in form and substance reasonably satisfactory to OPTrust:

(a) Officer’s Certificate. A certificate, dated as of the Closing Date, duly executed by an authorized officer of DeBartolo certifying that, as of the Closing Date, (i) each of the conditions set forth in Section 6.2(b) has been satisfied with respect to DeBartolo’s obligations thereunder (except to the extent waived in writing by OPTrust), and (ii) no event shall have occurred that, with the giving of notice or the passage of time or both, would constitute a default or breach by DeBartolo or its Affiliates of its respective covenants and agreements under the Transaction Documents.

ARTICLE IX.

Other Agreements of the Parties

9.1 All Reasonable Efforts; Further Assurances. Subject to the terms and conditions hereof, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and do, or cause to be done, as promptly as practicable, all things necessary, proper, or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated hereby. At and from time to time after the Closing, at the request of any party hereto, the other parties shall execute and deliver such additional certificates, instruments, and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

9.2 Notification. The Corporation shall promptly notify each of the Purchasers in writing of (i) any material adverse development causing a breach of any of its representations, warranties, covenants or agreements contained in this Agreement or in any of the other Transaction Documents, or that will make it or its Subsidiaries incapable of or materially less likely to be capable of performing any of its material obligations under any of the Transaction Documents, and (ii) any notice given to or received by the Corporation pursuant to Section 7.5 of the Master Agreement or Section 8.11 of any DeBartolo Contribution Agreement. The provisions of this Section 9.2 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.2 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.3 Issuance of Preferred Stock. No Preferred Stock or any other Preferred Equity Securities shall be issued by the Corporation except in conformity with this Agreement. So long as OPTrust or any of its Affiliates holds any Series A Preferred Stock, the Series A Preferred Stock shall be issued only to OPTrust and/or its Affiliates (as directed by OPTrust), and so long as DeBartolo or any of its Affiliates holds any Series B Preferred Stock, the Series B Preferred

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Stock shall be issued only to DeBartolo and/or its Affiliates (as directed by DeBartolo). The provisions of this Section 9.3 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.3 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.4 Public Announcements. None of the parties may issue any press release, make any public filing with any Governmental Entity or make any other public announcement relating to this Agreement or the transactions contemplated hereby without the prior written approval of the Corporation, OPTrust and DeBartolo. The foregoing shall not apply to the extent necessary or advisable in order to satisfy a party’s or its Affiliate’s disclosure obligations or other obligations under applicable Law, as determined by such party, in which event such party shall first consult with and reasonably consider any comments or suggestions of the other parties with respect thereto.

9.5 Confidentiality. Subject to Section 9.4, each party hereto agrees that such party will hold, and will use all commercially reasonable efforts to cause its officers, directors, members, managers, partners, employees, accountants, counsel, consultants, advisors, financial sources, financial institutions, representatives and agents to hold, in confidence all confidential information and documents received from or on behalf of any other party hereto (including, without, limitation, any material nonpublic information received from or on behalf of the Corporation), except to the extent such information (i) was previously known on a non-confidential basis to the party receiving such information or documents (the “Receiving Party”), (ii) was in the public domain through no fault of the Receiving Party, (iii) was independently developed by the Receiving Party, (iv) was later developed by the Receiving Party from sources other than the disclosing party not known by the Receiving Party to be bound by any confidentiality obligation, or (v) is required to be disclosed by Law or by any Governmental Entity.

9.6 Title to Acquired Properties. With respect to (i) each Contributed Property, (ii) each additional multi-family residential property, if any, acquired by the Corporation and its Subsidiaries after the Closing the acquisition cost of which is funded, in whole or in part, with proceeds from the issuance and sale of Securities at the Closing, and (iii) the property known as “Andros Isles Apartments” owned by one or more of DeBartolo and its Affiliates currently anticipated to be acquired by the Corporation and its Subsidiaries, the Corporation and its Subsidiaries (including as a Subsidiary, for purposes of this Section 9.6, any entity that would become a Subsidiary of the Corporation upon consummation of the contribution of the Contributed Properties) shall acquire good and marketable title in fee simple to the real property with respect thereto, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (a) mortgages on such real property (to the extent permitted under the Series A Preferred Articles Supplementary), (b) Permitted Encumbrances and (c) such as do not, individually or in the aggregate, materially affect the value of such real property and do not interfere with the use made and proposed to be made of such real property by the Corporation or any of its Subsidiaries. The provisions of this Section 9.6 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.6 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

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9.7 Transfer Taxes. The Corporation shall pay all sales, use, transfer, stamp, conveyance, value added, or other similar taxes, duties, excises, or governmental charges imposed by any domestic or foreign taxing authority and all recording and filing fees, notarial fees, and other similar costs in connection with the issuance, sale or delivery to any Purchaser of the Preferred Shares or Warrants at the Closing pursuant to Article II, the issuance, sale or delivery of any shares of Common Stock upon exercise of any Warrant to the holder thereof, the issuance, sale or delivery of any New Securities to any Purchaser pursuant to Section 9.9, or otherwise on account of this Agreement or the transactions contemplated hereby or thereby, and shall indemnify and save harmless each Purchaser without limitation as to time against any and all liabilities in respect thereof.

9.8 Transfer Restrictions.

(a) The Preferred Shares may only be disposed of in accordance with the restrictions on transfer, if any, set forth in the Organizational Documents of the Corporation, subject to such waivers as may be granted from time to time to a holder thereof, including, without limitation, the waiver granted as of the Closing as contemplated by Section 8.1(n) and any waiver that may be granted hereafter pursuant to Section 9.8(e). The Warrants may only be disposed of in accordance with the restrictions on transfer set forth therein. The Warrants may not be detached from the Preferred Shares with respect to which they are issued under this Agreement so long as such Preferred Shares remain unredeemed and outstanding, as more fully set forth in the Warrants.

(b) The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Corporation or pursuant to the last sentence of Rule 144(b)(l)(i) under the Securities Act, except as otherwise set forth herein, the Corporation may require the transferor to provide to the Corporation an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Corporation, to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Corporation hereby agrees that no such legal opinion shall be required in the case of any transfer of Securities (i) by a Purchaser to an Affiliate of such Purchaser, (ii) by OPTrust or any of its Affiliates pursuant to any Put Right under (and as defined in) the Series A Put and ROFR Agreement or (iii) by DeBartolo or any of its Affiliates pursuant to any Put Right under (and as defined in) the Series B Put and ROFR Agreement, provided in each case that the transferee certifies to the Corporation that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. As a condition of any transfer of any Securities, any such transferee shall agree in writing to be bound by the terms of this Agreement (and any other applicable Purchaser Document) and shall have the rights of a Purchaser under this Agreement (and any other applicable Purchaser Document).

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(c) The Purchasers agree to the imprinting on any certificate evidencing the Preferred Shares, except as otherwise permitted by Section 11.2(d), of a restrictive legend in substantially the form as follows, together with any additional legend required by any applicable state securities laws:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

(d) Certificates evidencing the Preferred Shares shall not be required to contain the legend set forth in Section 9.8(c): (i) if a registration statement under the Securities Act covering the resale of such Preferred Shares under the Securities Act is effective, (ii) following any sale of such Preferred Shares in compliance with Rule 144, (iii) if such Preferred Shares are eligible for sale pursuant to the last sentence of Rule 144(b)(l)(i) under the Securities Act, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the SEC). The Corporation shall cause its counsel to issue a legal opinion to the Corporation’s transfer agent in connection with any transfer occurring after the effective date of any registration statement referred to in clause (i) above. Following such effective date or at such earlier time as such legend is no longer required for certain Preferred Shares, the Corporation will no later than three (3) Business Days following the delivery by a Purchaser to the Corporation or the Corporation’s transfer agent of a legended certificate representing such Preferred Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Preferred Shares that is free from such legend. The Corporation may not make any notation on its records or give instructions to any transfer agent of the Corporation that enlarge the restrictions on transfer set forth in this Section 9.8.

(e) In the event of a proposed transfer of Preferred Shares that, if consummated, would result in the intended transferee beneficially owning shares of capital stock of the Corporation in excess of the ownership limit established under the Charter for REIT qualification purposes (including any transfer (i) by OPTrust or any of its Affiliates pursuant to any Put Right under (and as defined in) the Series A Put and ROFR Agreement or (ii) by DeBartolo or any of its Affiliates pursuant to any Put Right under (and as defined in) the Series B Put and ROFR Agreement), then, to the extent permitted by the Charter and subject to the other terms and conditions of this Section 9.8(e), the Corporation shall deliver a duly executed REIT Ownership Limit Waiver to such transferee effective upon such transfer. Any such intended transferee shall provide

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at least fifteen (15) calendar days written notice to the Corporation of such proposed transfer and request for a REIT Ownership Limit Waiver. The grant of any such REIT Ownership Limit Waiver shall be subject to a determination by the Board of Directors of the Corporation that such waiver would not adversely affect the Corporation’s ability to qualify as a REIT and shall also be subject to satisfaction of the conditions set forth in the immediately following sentences. As a condition to any such waiver, the proposed transferee shall represent to the Corporation, and shall furnish such reasonable evidence as the Board of Directors may request, that no person or entity described in Section 542(a)(2) of the Code, including the application of the provisions of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code, owns more than the maximum ownership limit set forth in the Charter, as such may have been modified as provided therein. Any such waiver may be subject to automatic revocation in the event the foregoing representation ceases to be true, as a result of a direct or indirect transfer of an interest or otherwise. In addition to the above, as a condition to the granting of any such waiver, the Corporation may require an opinion of counsel or other evidence reasonably satisfactory to the Board of Directors of the Corporation in support of the grant of such waiver, in addition to such other customary conditions as the Board of Directors of the Corporation may impose.

9.9 Pre-emptive Right.

(a) Grant of ROFO on Additional Preferred Equity Securities. The Corporation hereby grants to each of OPTrust and DeBartolo (each a “ROFO Holder”) a right of first offer to purchase its Pro Rata Portion of Preferred Equity Securities that the Corporation may from time to time propose to issue or sell after the date hereof (the “New Securities”). A ROFO Holder shall be entitled to apportion the right of first offer hereby granted to it, in such proportions as it deems appropriate, among itself and any Affiliates of such ROFO Holder. The Corporation shall give written notice (an “Offer Notice”) to each ROFO Holder stating (i) its bona fide intention to offer such New Securities, (ii) the number and terms of such New Securities to be offered, and (iii) the price and other terms, if any, upon which it proposes to offer such New Securities.

(b) Exercise of Pre-emptive Rights; Over-Allotment. Each ROFO Holder shall for a period of fifteen (15) Business Days following the receipt of an Offer Notice (the “Exercise Period”) have the right to elect to purchase up to its Pro Rata Portion of the New Securities at the purchase price and on the other terms set forth in the Offer Notice by delivering a written notice to the Corporation, subject to a minimum investment with respect to any ROFO Holder equal to the lesser of (i) $1,000,000 and (ii) the aggregate purchase price applicable to its Pro Rata Portion of the New Securities. No later than three (3) Business Days following the expiration of the Exercise Period, the Corporation shall, if applicable, notify in writing the ROFO Holder that has elected to purchase its full Pro Rata Portion of the New Securities (a “Fully Exercising ROFO Holder”) of the other ROFO Holder’s failure to do likewise. Such Fully Exercising ROFO Holder shall have the right to elect to purchase any or all of other ROFO Holder’s remaining allotment of the New Securities by giving written notice to the Corporation within three (3) Business Days of receipt of such notice from the Corporation.

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(c) Closing of Pre-emptive Rights Issuance; Purchase Fee.

(i) The closing of any sale to one or more purchasers pursuant to Section 9.9(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 9.9(d). At such closing, the Corporation shall deliver to each such purchaser certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens, and the Corporation shall so represent and warrant to such purchaser thereof, and further represent and warrant to such purchaser that such New Securities shall be, upon issuance thereof to such purchaser and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. In addition, subject to Section 9.9(c)(ii), the Corporation shall further provide to the purchasers of New Securities pursuant to this Section 9.9 all representations, warranties and covenants made by the Corporation to any Person that purchases New Securities pursuant to Section 9.9(d). At such closing, the Corporation shall pay to such purchaser a purchase fee equal to one percent (1%) of the aggregate purchase price paid by such purchaser for such New Securities. At such closing, each such purchaser shall deliver to the Corporation the purchase price for the New Securities purchased by it by wire transfer of immediately available funds to the Corporation’s account designated by the Corporation in writing at least two (2) Business Days prior to such closing. Each such purchaser and the Corporation shall take all such other actions as may be reasonably necessary to consummate such purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.

(ii) If any one or more of the Purchasers purchases all of the New Securities offered in any Offer Notice, and such Purchasers include one or more of OPTrust and its Affiliates, the Corporation shall enter into an agreement with such Purchasers for the purchase of such New Securities having substantially comparable provisions to this Agreement to the extent reasonably applicable, with such additions and modifications hereto as are appropriate to such transaction and upon which the parties may reasonably and in good faith agree.

(d) Sales to Other Persons. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 9.9(b), the Corporation may, during the ninety (90) day period following the expiration of the periods provided in Section 9.9(b), offer and sell any or all of the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon other terms not materially more favorable to the offeree than, those specified in the Offer Notice. If the Corporation does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within forty-five (45) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to each ROFO Holder in accordance with this Section 9.9.

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(e) Preferred Stock. Nothing in this Section 9.9 is intended to relieve, or have the effect of relieving, the Corporation from any of its covenants or obligations under Section 8(c) of the Series A Preferred Articles Supplementary or Section 8(c) of the Series B Preferred Articles Supplementary.

(f) Termination. The provisions of this Section 9.9 shall terminate upon the redemption of all Preferred Shares. The provisions of this Section 9.9 shall terminate earlier than as provided above with respect to any given ROFO Holder, and such Person shall cease to be a ROFO Holder hereunder, upon the earlier to occur of (I) such time as such ROFO Holder, together with its Affiliates, ceases to hold any Preferred Shares, and (II) the failure of such ROFO Holder, together with its Affiliates, to purchase, in any bona fide transaction subject to this Section 9.9, at least such ROFO Holder’s Pro Rata Amount of the New Securities actually issued and sold by the Corporation in such transaction in compliance with the provisions of this Section 9.9, provided that the aggregate purchase price received by the Corporation in respect of the portion of such New Securities issued and sold in such transaction to one or more of (x) the ROFO Holders and their respective Affiliates and (y) any other Person that is not a Related Person shall be at least $50,000,000.

9.10 No Impairment. So long as any Preferred Stock is outstanding, the Corporation shall:

(a) comply with its obligations under the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary, and the Corporation shall not take any action or make any omission that, with notice or the passage of time or both, would constitute a violation of (i) Section 8(c) of the Series A Preferred Articles Supplementary or (ii) Section 8(c) of the Series B Preferred Articles Supplementary; and

(b) not take or permit any action, or cause or permit any of its Subsidiaries (including as a Subsidiary, for purposes of this Section 9.10(b), any entity that would become a Subsidiary of the Corporation upon consummation of the contribution of the Planned Contributed Properties) to take or permit any action that would cause the Corporation to be prohibited from making any payments or distributions required to be made pursuant to the terms of the Preferred Stock, including, without limitation, any action that would prohibit the Corporation from making distributions under the MGCL.

9.11 Director and Officer Insurance. So long as either Purchaser has a designee on the Board of Directors of the Corporation, the Corporation shall maintain directors’ and officers’ liability insurance providing coverage in such amounts and on such terms as is customary for a publicly traded company of similar size to the Corporation. Such insurance shall include coverage for all directors of the Corporation, including any director designated (individually or jointly) by either Purchaser. The Purchasers hereby acknowledge and agree that the Corporation’s directors’ and officers’ liability insurance policy in effect as of the Closing Date, a copy of which has been furnished to the Purchasers, complies with this Section 9.11 as of the date hereof; provided that, upon the reasonable request of any of the Purchasers from time to time, to modify or increase the coverage of the Corporation’s directors’ and officers’ liability insurance policy that is then in effect in light of the circumstances existing at such time, then the

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Corporation shall make such modifications or increase to such directors’ and officers’ liability insurance policy (or, if applicable, purchase an additional directors’ and officers’ liability insurance policy) as may be required, if at all, to comply with this Section 9.11.

9.12 Access. In addition to any other rights provided by law or set forth herein, from and after the Closing Date, (a) the Corporation shall, and shall cause each of its Subsidiaries to, give the Purchasers and their respective representatives access during reasonable business hours to (i) all properties, assets, books, contracts, commitments, reports and records relating to the Corporation and its Subsidiaries, and (ii) the management, accountants, lenders, customers and suppliers of the Corporation and its Subsidiaries; (b) with respect to each Contributed Property to be contributed by ELRH or any Affiliate thereof for which the consummation of such contribution remains pending, ELRH shall, and shall cause each of its Affiliates to, give the Purchasers and their respective representatives reasonable access to all information regarding the business, properties and liabilities of ELRH and its Affiliates to the same extent and under the same conditions granted to the Corporation under the Master Agreement; and (c) with respect to each Contributed Property to be contributed by DeBartolo or any Affiliate thereof for which the consummation of such contribution remains pending, DeBartolo shall, and shall cause each of its Affiliates to, give the Purchasers and their respective representatives reasonable access to all information regarding the business, properties and liabilities of DeBartolo and its Affiliates to the same extent and under the same conditions granted to the Operating Partnership under the DeBartolo Contribution Agreements; provided, however, in each case, that a party shall not be required to provide such access to any information or Persons if such party reasonably determines that access to such information or Persons would violate the attorney-client privilege between such party or any Affiliate thereof and its counsel that cannot be provided to the Purchasers in a manner that would avoid the violation of such attorney-client privilege. The provisions of this Section 9.12 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.12 shall terminate as to such Purchaser at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.13 Amendments to Transaction Documents. So long as any Preferred Shares are held by any of OPTrust, DeBartolo and their respective Affiliates, the Corporation shall not, and shall not permit any of its Subsidiaries to, enter into, become or remain subject to any agreement or instrument, except for the Transaction Documents, that would prohibit or require the consent of any Person to any amendment, modification or supplement to any of this Agreement, the Warrants, the Series A Preferred Articles Supplementary, the Series B Preferred Articles Supplementary, the Put and ROFR Agreements, the Registration Rights Agreement, the Governance Agreement, the Master Agreement or the DeBartolo Contribution Agreements. For avoidance of doubt, any and all approval requirements of (i) shareholders of the Corporation or partners of the Operating Partnership under their respective Organizational Documents or under applicable Laws or (ii) lenders to the Corporation or any of its Subsidiaries or with respect to any of their respective properties (including for this purpose any Planned Contributed Properties) shall be disregarded for purposes of this Section 9.13.

9.14 Integration. The Corporation shall not, and shall use its best efforts to ensure that no Affiliate of the Corporation shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be

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integrated with the offer or sale of the Preferred Shares and the Warrants hereunder in a manner that would require the registration under the Securities Act of the sale of any Preferred Shares or Warrants hereunder to the Purchasers.

9.15 Appraisal. Schedule B hereto sets forth the agreed value, for purposes of the leverage restrictions set forth in the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary, of each property owned by the Corporation and its Subsidiaries as of the Closing Date. Schedule C hereto sets forth the agreed value, for purposes of the leverage restrictions set forth in the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary, of each Planned Contributed Property. So long as any Preferred Shares are held by any of OPTrust, DeBartolo and their respective Affiliates, the Corporation shall cause an appraisal of each property owned by the Corporation and its Subsidiaries to be undertaken on December 1 of each calendar year. All appraisals required under this Section 9.15 shall be performed by a nationally recognized independent real property appraisal firm having specialized knowledge and expertise in the appraisal of multi-family residential properties; provided, however, any appraiser selected by the Corporation to perform appraisals required under this Section 9.15 shall be rotated at least once every three years (with the first such three-year period commencing on the Closing Date). The Corporation shall cause all such appraisals to be completed and distributed to each Purchaser not later than the January 20th immediately following the date of such respective update or appraisal. The cost of any annual appraisal and update obtained pursuant to this Section 9.15 shall be borne by the Corporation. The provisions of this Section 9.15 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.15 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.16 Use of Proceeds. The Corporation shall use the proceeds received from the issuance and sale of the Securities at the Closing solely for the purposes and at the time or times set forth in this Section 9.16 or on Schedule A hereto, as such Schedule may be updated from time to time by mutual agreement of the Corporation, OPTrust, DeBartolo and ELRH (the “Use of Proceeds Schedule”), and any fees shall be capped at the amounts indicated therein. For the avoidance of doubt, no portion of such proceeds may be used for the payment of distributions or dividends to the Corporation’s stockholders or to limited partners of the Operating Partnership. Any proceeds received from the issuance and sale of the Securities at the Closing, net of amounts paid or set aside for payment on or about the Closing Date in accordance with the Use of Proceeds Schedule (including, without limitation, an aggregate amount of $7,000,000 deposited in escrow on or about the Closing Date pursuant to the DeBartolo Contribution Agreements), shall be deposited on the Closing Date in one or more segregated bank accounts of the Corporation (collectively, the “Proceeds Accounts”). No withdrawals shall be permitted from the Proceeds Accounts without the written consent of OPTrust (so long as any of OPTrust and its Affiliates hold any Preferred Shares) and DeBartolo (so long as any of DeBartolo and its Affiliates hold any Preferred Shares), other than for (i) specific transaction costs that are required to be paid after the Closing Date as indicated on the Use of Proceeds Schedule as and when such amounts become due and (ii) expenditures in connection with the acquisition of additional multi-family residential properties in markets in the United States where the Corporation or ELRH has previously established a management presence (should there be any dispute regarding the existence of such management presence, the final determination of such management presence

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shall be made by the Purchasers in their reasonable discretion), provided such acquisition is approved by the Board of Directors. For so long as a Purchaser or any of its Affiliates holds any Preferred Shares, with respect to each calendar month in which any such withdrawals are made, the Corporation shall furnish a written report to such Purchaser within thirty (30) days after the end of such month specifying in reasonable detail the dates and amounts of such withdrawals and the purposes therefor.

9.17 Other Reporting Obligations. (a) During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Corporation shall deliver to each Purchaser by mail and without cost to such Purchaser the following reports in the form that the Corporation would have been required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act as if the Corporation were subject thereto as well as the other documents listed herein:

(i) as soon as practicable, but in any event within the time frame prescribed for the filing of an annual report pursuant to the Exchange Act after the end of each fiscal year, an annual report on Form 10-K, and to the extent not included in such Form 10-K, an income statement of the Corporation for such fiscal year, a balance sheet of the Corporation and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be prepared on a consolidated basis, in reasonable detail, prepared in accordance with GAAP, and audited and certified by independent public accountants of nationally recognized standing selected by the Corporation; and

(ii) as soon as practicable, but in any event within the time frame prescribed for the filing of a quarterly report pursuant to the Exchange Act for each fiscal quarter of each fiscal year of the Corporation, a quarterly report on Form 10-K, and to the extent not included in such Form 10-Q, an unaudited income statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholder’s equity as of the end of such fiscal quarter prepared on a consolidated basis.

(b) The Corporation at its sole cost and expense shall furnish to each of OPTrust and DeBartolo (in each case, for the avoidance of doubt, subject to the provisions of Section 9.5):

(i) as soon as practicable, but in any event at least 30 days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including income statements, balance sheets, and statements of cash flows for such months, and, as soon as prepared, any other budgets or revised budgets prepared by the Corporation;

(ii) as soon as practicable, but in any event no later than 60 days after the end of each calendar year, annual fair value statements, with a December 31 year-end, prepared in accordance with International Financial Reporting Standards (“IFRS”); and

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(iii) as soon as practicable, any additional reports as may be reasonably requested by such Purchaser from time to time for its own internal purposes.

(c) Audits. The Corporation shall be audited annually by a nationally recognized accounting firm (which firm is initially anticipated to be Ernst & Young).

(d) Termination. The provisions of this Section 9.17 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.17 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.18 Affiliate Transactions. So long as any Preferred Shares are held by any of OPTrust, DeBartolo and their respective Affiliates, no Related Person shall: (i) owe any amount to any of the Corporation and its Subsidiaries, nor shall any of the Corporation and its Subsidiaries owe any amount to, nor shall any of the Corporation and its Subsidiaries commit to make any loan or extend or guarantee credit to or for the benefit of, any Related Person; (ii) have any direct or indirect ownership interest in, or be an officer, director, employee, consultant or agent of, any Person that has a business relationship with any of the Corporation and its Subsidiaries; or (iii) own, directly or indirectly, in whole or in part, any real property, leasehold interests or other property, or any permits, the use of which is necessary for the conduct of the business of any of the Corporation and its Subsidiaries as currently conducted and as proposed to be conducted; provided, however, that the provisions of this Section 9.18 shall not apply to (I) the transactions contemplated hereby and by the other Transaction Documents as of the date hereof without giving effect to any amendment, modification or waiver thereof, (II) any Qualified Contribution Transaction (with respect to OPTrust, as such term is defined in the Series A Preferred Articles Supplementary and, with respect to DeBartolo, as such term is defined in the Series B Preferred Articles Supplementary), and (III) any other transaction or arrangement that is approved in writing by each of OPTrust and DeBartolo (which approval will not be unreasonably conditioned, delayed, or withheld, provided that such transaction or arrangement is made on terms and conditions that are no less favorable to the Corporation and its Subsidiaries than such terms and conditions as may be attained in a transaction not involving a Related Person). The provisions of this Section 9.18 are in addition to, and not in lieu of, any other applicable restrictions that may be set forth in the Organizational Documents of the Corporation (including the Charter) and elsewhere in the Transaction Documents (including the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary) or as may be provided by the MGCL or other applicable Laws. The provisions of this Section 9.18 shall terminate upon the redemption of all Preferred Shares. In addition, with respect to any Purchaser, the rights of such Purchaser under this Section 9.18 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to hold any Preferred Shares.

9.19 Investment Company Act. At any time while any Preferred Stock is outstanding, the Corporation shall make all reasonable efforts to conduct its affairs, and to cause its Subsidiaries to conduct their affairs, in such a manner as to ensure that neither the Corporation nor its Subsidiaries will be or become an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

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ARTICLE X.

Survival and Indemnification

10.1 Survival of Representations, Warranties, and Covenants.

(a) The representations and warranties of the parties contained in this Agreement shall survive, as applicable to each Purchaser, until the date upon which all of the shares of the series of Preferred Stock applicable to such Purchaser have been redeemed and shall be unaffected by any investigation heretofore or hereafter made by any party in favor of which any such representation and warranty has been made; except that the representations and warranties contained in Section 3.6 (Authorization of Preferred Stock), Section 3.14 (Private Placement), Section 3.16 (Waiver of Ownership Limits), Section 3.19 (Certain Fees) and Section 3.20 (Acknowledgment Regarding Purchasers’ Purchase of Securities) shall survive indefinitely. Any claim for indemnification in respect of any representation or warranty that is not asserted by notice given as herein provided relating thereto prior to the expiration of the specified period of survival shall not be pursued and is hereby irrevocably waived after the expiration of such period of survival. Any claim for a Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof.

(b) Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive and remain in effect indefinitely.

10.2 Indemnification.

(a) From and after the Closing, the Corporation shall indemnify and hold harmless each Purchaser from and against any and all Losses incurred, arising out of or relating to:

(i) any breach by the Corporation of any of the representations, warranties or covenants made by the Corporation in this Agreement;

(ii) any dividend or other distributions of any nature declared or paid by the Corporation in respect of the Preferred Stock, including any redemption or purchase thereof by the Corporation, that is claimed or alleged to have been made, or actually made, in violation of any applicable Laws;

(iii) any claim or Proceedings against the Corporation or such Purchaser in relation to this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby commenced by (A) any Governmental Entity with jurisdiction over the Corporation or any of its Subsidiaries or (B) any stockholder, director, or officer of the Corporation (other than such Purchaser and such Purchaser’s respective Affiliates and their respective representatives), or any representative thereof, including, without limitation, any allegation or claim that the transactions contemplated hereby or thereby are invalid or illegal, except to the extent resulting from the bad faith or willful malfeasance of any of such Purchaser and such Purchaser’s respective Affiliates; and

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(iv) any claim or Proceedings against a Purchaser commenced by any director, officer, employee or other representative of such Purchaser (a “Representative”) who, in his or her capacity as a Representative of the Purchaser, has been appointed as a director of the Corporation, and (A) as a result of, or in connection with such Representative’s position as a director of the Corporation, is or becomes subject to any claim or Proceedings (the “Originating Proceedings”), and (B) such Representative makes a claim or commences Proceedings against the Purchaser in respect of an indemnity claim or claim for loss resulting from the Originating Proceedings; provided, however, that the Corporation shall not be obligated to indemnify the Purchaser under this clause (iv) to the extent that the Corporation is prohibited under applicable law from indemnifying such Representative in respect of such Originating Proceedings.

(b) From and after the Closing, ELRH shall indemnify and hold harmless each Purchaser from and against any and all Losses incurred, arising out of or relating to any breach by ELRH of any of the covenants made by ELRH in this Agreement.

(c) From and after the Closing, DeBartolo shall indemnify and hold harmless OPTrust from and against any and all Losses incurred, arising out of or relating to any breach by DeBartolo of any of the covenants made by DeBartolo in this Agreement.

(d) From and after the Closing, each Purchaser, severally and not jointly, shall indemnify and hold harmless the Corporation from and against any and all Losses incurred, arising out of or relating to any breach by such Purchaser of any of the representations, warranties or covenants made by such Purchaser in this Agreement.

(e) Without limitation to Section 10.2(a), from and after the Closing and for so long as any Series A Preferred Shares are held by any of OPTrust and its Affiliates, the Corporation shall indemnify and hold harmless each of OPTrust and its Affiliates from and against any and all U.S. federal, state or local income or withholding tax incurred or suffered by such Indemnitee as a holder of Series A Preferred Shares with respect to any gain that is treated as recognized by such holder from a sale or exchange (or deemed sale or exchange) by any of the Corporation and its Subsidiaries under Code section 897(h)(1) of a “United States real property interest” as defined in Code section 897(c)(1) and that results from any distribution made by the Corporation.

(f) The conduct of any Proceedings for which indemnification is available under this Section 10.2 shall be governed by Section 10.3. The indemnification obligations of any Indemnitor under this Section 10.2 shall be the exclusive remedy of the Purchasers hereunder for breaches of the representations, warranties and covenants addressed thereby, other than for fraud and equitable remedies, and shall be binding upon and inure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Purchasers.

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10.3 Procedures for Third-Party Claims.

(a) If any Indemnitee receives notice of assertion or commencement of any Third-Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice thereof; provided, however, that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually prejudiced by such delay.

(b) Any Indemnitor will have the right to defend the Indemnitee against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnitee so long as (i) the Indemnitor notifies the Indemnitee in writing within ten (10) days after the Indemnitee has given notice of the Third-Party Claim that the Indemnitor will indemnify the Indemnitee from and against any such Losses, (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only monetary damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment in respect of, the Third-Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnitee, and (v) the Indemnitor conducts the defense of the Third-Party Claim actively and diligently.

(c) So long as the Indemnitor is conducting the defense of the Third-Party Claim in accordance with Section 10.3(b), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnitee will not consent to the entry of any judgment or enter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitor (which consent will not be unreasonably conditioned, delayed, or withheld), and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably conditioned, delayed, or withheld); provided, however, that, in respect of clause (iii) above, the Indemnitee may condition such consent upon the delivery by the claimant or plaintiff to the Indemnitee of a duly executed unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim.

(d) In the event any condition set forth in Section 10.3(b) is or becomes unsatisfied, however, (i) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement in respect of, the Third-Party Claim in any manner it reasonably may deem appropriate, provided that the Indemnitee will consult with and obtain the consent of the Indemnitor in connection therewith which shall not be unreasonably conditioned, delayed, or withheld, (ii) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnitor will remain responsible for any Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by, the Third-Party Claim to the fullest extent provided in this Section 10.3.

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10.4 Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third-Party Claim (a “Direct Claim”). If the Indemnitor does not so respond within such 30 day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee.

10.5 Certain Other Matters. Upon making any Indemnity Payment Indemnitor will, to the extent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third person (other than an insurance company) in respect of the Loss to which the Indemnity Payment related; provided, however, that (i) Indemnitor shall then be in compliance with its obligations under this Agreement in respect of such Loss and (ii) until Indemnitee fully recovers payment of its Loss, any and all claims of the Indemnitor against any such third person on account of such Indemnity Payment will be subrogated and subordinated in right of payment to Indemnitee’s rights against such third person. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Any Indemnity Payment hereunder shall be treated as an adjustment to the applicable purchase price.

ARTICLE XI.

Miscellaneous

11.1 Amendments. This Agreement may be amended, modified, or supplemented only pursuant to a written instrument making specific reference to this Agreement and signed by each of the parties hereto; provided, however, that any such amendment, modification or supplement that expressly relates specifically to OPTrust or to the Series A Preferred Shares and not to any other Purchasers or Preferred Shares shall not require the consent of the Purchasers other than OPTrust.

11.2 Assignment. Except as expressly provided otherwise in this Agreement, this Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other parties hereto; provided, however, that any Purchaser may, without obtaining the prior written consent of any other party hereto, assign, delegate, or otherwise transfer its rights and obligations hereunder to any of its Affiliates in connection with a transfer of Securities to such Affiliate, provided that any such assignment, delegation or other transfer shall not relieve such Purchaser from its obligations hereunder. Each party shall execute such acknowledgements of such permitted assignments in such forms consistent with the provisions hereof as the assigning party may from time to time reasonably request. Any attempted assignment, delegation, or transfer in violation of this Section 11.2 shall be void and of no force or effect.

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11.3 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

11.5 Entire Agreement. This Agreement (including the Schedules attached hereto) and the other Transaction Documents constitute the entire agreement of the parties hereto in respect of the subject matter hereof and thereof, and supersede all prior agreements or understandings, among the parties hereto in respect of the subject matter hereof and thereof.

11.6 Fees and Expenses.

(a) At the Closing, the Corporation shall reimburse each Purchaser for reasonable out-of-pocket expenses (including fees and disbursements of their counsel and accountants) incurred by or on behalf of the applicable Purchaser in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and each Transaction Document through and including the Closing Date, including legal and financial diligence relating thereto, up to the respective amounts provided therefor in the Use of Proceeds Schedule.

(b) The Corporation shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of the Corporation in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and each Transaction Document and the consummation of the transactions contemplated hereby and thereby.

11.7 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts executed and performable solely in such state (except for matters governed exclusively by the MGCL).

11.8 Headings. The article and section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

11.9 Jurisdiction. Except as otherwise expressly provided in this Agreement, the parties hereto agree that any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can only be brought in federal court sitting in the Eastern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, New York County, New York, and each of the parties hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.

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11.10 Notices. Any notice, demand, request, instruction, correspondence, or other document required or permitted to be given hereunder by any party to the other shall be in writing and delivered (i) in person, (ii) by a nationally recognized overnight courier service requiring acknowledgment of receipt of delivery, (iii) by certified mail, postage prepaid and return receipt requested, or (iv) by facsimile, as follows:

If to the Corporation, to:

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Facsimile No.: (804) 237-1345

with a copy to (which shall not constitute notice):

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Facsimile No.: (804) 788-8218

If to OPTrust, to:

2335887 Ontario Inc.

1 Adelaide Street E.

Suite 1200

Toronto, Ontario M5C 3A7

Canada

Attention: Robert A.S. Douglas

Facsimile No.: (416) 681-2500

with a copy to (which shall not constitute notice):

Davies Ward Phillips & Vineberg LLP

900 Third Avenue, 24th Floor

New York, New York 10022

Attention: Jeffrey Nadler, Esq.

Facsimile No.: 212.318.0132

If to DeBartolo, to:

DeBartolo Development LLC

4401 W. Kennedy Boulevard, 3rd Floor

Tampa, Florida 33609

Attention: Edward M. Kobel

Facsimile No.: (813) 676-7696

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with a copy to (which shall not constitute notice):

Gray Robinson, P. A.

201 N. Franklin Street, Suite 2200

Tampa, Florida 33602

Attention: Michael J. Nolan, Esq.

Facsimile No.: (813) 273-5039

If to ELRH, to:

c/o Elco Landmark Residential Holdings LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph G. Lubeck, Chief Executive Officer

Facsimile No.: (561) 745-8745

with a copy to (which shall not constitute notice):

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Facsimile No.: (212) 878-5527

Notice shall be deemed given, received, and effective on: (i) if given by personal delivery or courier service, the date of actual receipt by the receiving party, or if delivery is refused on the date delivery was first attempted; (ii) if given by certified mail, the third day after being so mailed if posted with the United States Postal Service; and (iii) if given by facsimile, the date on which the facsimile is transmitted if confirmed by transmission report during the transmitter’s normal business hours, or at the beginning of the next business day after transmission if confirmed at any time other than the transmitter’s normal business hours. Any person entitled to notice may change any address or facsimile number to which notice is to be given to it by giving notice of such change of address or facsimile number as provided in this Section 11.10. The inability to deliver notice because of changed address or facsimile number of which no notice was given shall be deemed to be receipt of the notice as of the date such attempt was first made.

11.11 No Recourse. Notwithstanding any provision of this Agreement to the contrary, the Corporation agrees that neither it nor any person acting on its behalf may assert any claim or cause of action against any officer, director, stockholder, controlling person, manager, member, partner, employer, agent, representative, or affiliate of any Purchaser or such Purchaser’s officers, directors, stockholders, controlling persons, managers, members, partners, employees, agents, or representatives in connection with, arising out of, or relating to this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby, except to the extent that any such Person is or becomes a party to this Agreement or any of the other Transaction Documents.

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11.12 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held (by a court of competent jurisdiction) to be invalid, illegal, or unenforceable under the applicable Law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.

11.13 Specific Performance. The parties hereby acknowledge and agree that if the any party refuses to perform under this Agreement, monetary damages alone will not be adequate to compensate the other parties for their injuries. Therefore, each party shall, in addition to any other remedy that may be available to it, be entitled to obtain specific performance of this Agreement. If any action, suit, or proceeding is instituted by any party to enforce this Agreement, each of the other party hereby waives the defense that there is an adequate remedy at law. In the event of a default by any party that results in the filing of an action for damages, specific performance, or other remedies, the other parties shall be entitled to reimbursement by the defaulting party of all reasonable attorneys’ fees and expenses incurred by it.

11.14 Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any Person other than the parties hereto and their respective permitted assigns any rights or remedies under or by reason of this Agreement or the transactions contemplated hereby.

11.15 Waiver. The rights and remedies provided for herein are cumulative and not exclusive of any right or remedy that may be available to any party whether at law, in equity, or otherwise. No delay, forbearance, or neglect by any party, whether in one or more instances, in the exercise or any right, power, privilege, or remedy hereunder or in the enforcement of any term or condition of this Agreement shall constitute or be construed as a waiver thereof. With respect to any rights of the Purchasers collectively, or any obligations of any party other than OPTrust, under this Agreement, no waiver of any provision, consent required hereunder or departure from this Agreement shall be valid unless expressly and affirmatively made in writing and executed by OPTrust (such waivers or consents to be made or given in OPTrust’s sole and absolute discretion), except as otherwise expressly provided herein. Any other waiver or consent shall be valid or binding only if expressly and affirmatively made in writing and duly executed by the party to be charged with such waiver. No waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent breach or default, either of similar or different nature, unless expressly so stated in such writing. * * * * *

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

Signature to Securities Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

2335887 LIMITED PARTNERSHIP, by its general partner, 2335887 ONTARIO INC.
By:	/s/ Robert A. S. Douglas
Name:	Robert A. S. Douglas
Title:	President
By:	/s/ Joseph Lyn
Name:	Joseph Lyn
Title:	Vice-President and Secretary

Signature to Securities Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

DK LANDMARK, LLC
By:	/s/ James A. Palermo
Name:	James A. Palermo
Title:	Executive Vice President

Signature to Securities Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
By: JLCo, LLC, a Florida limited liability company, its manager
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature to Securities Purchase Agreement

EX-10.26

Exhibit 10.26

Execution Version

CORPORATE GOVERNANCE AGREEMENT

THIS CORPORATE GOVERNANCE AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among: (i) Apartment Trust of America, Inc., a Maryland corporation (the “Company”); (ii) Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL”); (iii) 2335887 Limited Partnership, an Ontario limited partnership (“OPT”); and (iv) DK LANDMARK, LLC, a Florida limited liability company ( “DB”). The Company, EL, OPT and DB are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company, EL, Elco Landmark Residential Management LLC, and Apartment Trust of America Holdings, L.P., a Virginia limited partnership (the “Operating Partnership”), have today entered into that certain Master Contribution and Recapitalization Agreement (the “MCA”);

WHEREAS, pursuant to the MCA, the Contributors have entered into Interest Contribution Agreements with respect to the contribution of their Contributed Interests in the Contributed Entities to the Operating Partnership in exchange for cash, OP Units, capital stock of the Company, or a combination of the foregoing, upon the terms and conditions set forth in the MCA;

WHEREAS, the Company, the Operating Partnership and one or more of DB and its affiliates have entered into the DB Contribution Agreements relating to the contribution to the Operating Partnership of the DB Properties;

WHEREAS, the Company, OPT, DB and EL have today entered into that certain Securities Purchase Agreement (the “SPA”);

WHEREAS, following consummation of the transactions contemplated by the MCA, the Contribution Agreements, the DB Contribution Agreements and the SPA, OPT, DB and EL will each directly or indirectly own and have the power to direct the voting or disposition of certain securities of the Company and of the Operating Partnership; and

WHEREAS, the Parties desire to enter into this Agreement to provide for the composition of the Board of Directors of the Company (the “Board”) immediately following the Initial Closing under the MCA (as defined in the MCA as in effect on the date hereof, the “MCA Initial Closing”), the Initial Closing under each DB Contribution Agreement (as defined in each DB Contribution Agreement as in effect on the date hereof, collectively, the “DB Contribution Agreements Initial Closing”), and the Initial Closing under the SPA (as defined in the SPA as in effect on the date hereof, the “SPA Initial Closing” and collectively with the MCA Initial Closing and the DB Contribution Agreements Initial Closing, the “Effective Date”) and to provide for certain other obligations of OPT, DB and EL with respect to certain shares of the Company’s capital stock directly or indirectly owned by them, all in accordance with the terms and conditions set forth herein.

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NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Initial Board Composition and Representation.

(a) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to increase the number of directors on the Board to nine. Stanley J. Olander, Jr., Andrea R. Biller, Glenn W. Bunting, Jr. and Robert A. Gary, IV shall continue as directors (the “ATA Directors”) but any and all other directors shall have resigned from the Board, with such resignations to have become effective on or before the Effective Date or to become effective automatically upon the appointment to the Board of the new directors contemplated herein. On the Effective Date, and throughout his or her term, each such ATA Director (other than Stanley J. Olander) must qualify as an “Independent Director” as defined below.

(b) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to cause Robert A. S. Douglas, or if he is unable or unwilling to serve, another officer of OPT holding the position of Director-Real Estate or higher and designated in writing by OPT on or before the Effective Date, to be appointed as a director of the Company and to fill one vacancy on the Board (the “OPT Director”), with a term that expires concurrently with those of all other directors on the Board and upon the election and qualification of any successor. For avoidance of doubt, (i) except as provided in Sections 2(c), 2(d) and 8(f)(i)(C), the OPT Director shall not be required to qualify as an Independent Director (as defined below), (ii) the OPT Director may resign from the Board at any time, and (iii) OPT may waive its rights to have an OPT Director appointed to the Board, and any such waiver, if given, shall be in writing and shall be effective until the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, shall be effective for such longer period set forth therein.

(c) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to cause Edward M. Kobel, or if he is unable or unwilling to serve, another person designated in writing by DB (and qualifying as an “Independent Director”) on or before the Effective Date, to be appointed as a director of the Company and to fill one membership vacancy on the Board (the “DB Director”), with a term that expires concurrently with those of all other directors on the Board and upon the election and qualification of any successor. On the Effective Date, and throughout his or her term, such DB Director must qualify as an “Independent Director” as defined below. For avoidance of doubt, (i) the DB Director may resign from the Board at any time, and (ii) DB may waive its rights to have a DB Director appointed to the Board, and any such waiver, if given, shall be in writing and shall be effective until the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, shall be effective for such longer period set forth therein.

(d) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to cause Joseph G. Lubeck and Michael Salkind, or if either of them

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is unable or unwilling to serve, another person designated in writing by EL on or before the Effective Date, to be appointed as directors of the Company and to fill two membership vacancies on the Board (the “EL Directors”), with a term that expires concurrently with those of all other directors on the Board and upon the election and qualification of any successor. For avoidance of doubt, (i) any of the EL Directors may resign from the Board at any time, and (ii) EL may waive its rights to have one or more EL Directors appointed to the Board, and any such waiver, if given, shall be in writing and shall be effective until the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, shall be effective for such longer period set forth therein.

(e) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to cause Ronald D. Gaither, or if he is unable or unwilling to serve, another person collectively designated in writing by OPT, DB and EL (and qualifying as an “Independent Director” as defined below) on or before the Effective Date, to be appointed as a director of the Company and to fill one membership vacancy on the Board (the “Group Director”), with a term that expires concurrently with those of all other directors on the Board and upon the election and qualification of any successor; provided, however, that (i) OPT shall only have the right to participate in the designation of such Group Director if OPT is entitled to designate an OPT Director hereunder, after giving effect to the provisions of Section 2(b)(i) below, (ii) DB shall only have the right to participate in the designation of such Group Director if DB is entitled to designate a DB Director hereunder, after giving effect to the provisions of Section 2(b)(ii) below, (iii) EL shall cease to have the right to participate in the designation of such Group Director to the extent provided in Section 2(b)(iv) below, and (iv) if one or more of OPT, DB or EL fails, declines or waives its or their right to participate in the designation of such Group Director (it being understood that, absent a formal waiver in writing that expressly surrenders such right permanently, any such failure, declination or waiver shall not be deemed a permanent surrender of such right), the remaining party or parties shall be entitled to designate such Group Director. On the Effective Date, and throughout his or her term, such Group Director must qualify as an “Independent Director” as defined below.

(f) For purposes of this Agreement, a Person shall be deemed to be an “Independent Director” if he or she satisfies the independence standards of both (1) the Company’s charter and bylaws, as in effect on the date hereof, and (2) the New York Stock Exchange (each an “Independent Director”). If at any time, the Board determines that any ATA Director (other than Stanley J. Olander), the DB Director or the Group Director does not qualify as an Independent Director, the Company shall give prompt written notice to the Parties of such determination and the basis therefor. Upon making such determination, or receiving notice thereof, the Party or Parties who had previously designated such director, if any, shall designate a replacement director, and the Parties shall cooperate to take such actions as are necessary to cause such existing director to resign from the Board, and the qualifying replacement director to be appointed or elected to the Board, as soon as reasonably practical. To effectuate such requirement, the ATA Directors (other than Stanley J. Olander), the DB Director and the Group Director shall each execute and deliver to the Company on the date hereof, and any replacement director therefor shall execute and deliver to the Company on the date of his or her designation, a letter of resignation, in the form attached as Exhibit A hereto, which resignation shall automatically take effect upon a determination by the Board that such director has ceased to qualify as an “Independent Director.”

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(g) For purposes of this Agreement, the appointment by the Company of Joseph G. Lubeck as a director of the Company pursuant to any employment or consulting agreement shall be deemed to satisfy the Company’s obligations hereunder with respect to the appointment of Joseph G. Lubeck as a director of the Company pursuant to Section 1(d) hereof. Nothing in this Agreement with respect to the cessation or expiration of the Company’s obligation to appoint an EL Director shall be deemed to derogate from the Company’s obligation to appoint Joseph G. Lubeck as a director of the Company pursuant to any employment agreement between the Company and Mr. Lubeck.

2. Continuing Board Composition and Representation.

(a) The Company hereby agrees to nominate each of the OPT Director, the DB Director, the EL Directors and the Group Director (or any replacement thereof as provided in this Agreement) for re-election to the Board at each subsequent meeting of the stockholders of the Company held to consider a vote on the election of the Board, and not to take any action that is designed to interfere with the election or re-election of each such director to the Board. Only such individuals designated in accordance with paragraphs (b), (c), (d) and (e) of Section 1 above, or in accordance with the provisions of this Section 2, shall be eligible for nomination or election as successors to the OPT Director, the DB Director, the EL Directors and the Group Director, respectively. Subject to paragraphs (b), (c), (d) and (e) below, if at any time a vacancy occurs on the Board with respect to the directorship of the OPT Director, the DB Director, either of the EL Directors or the Group Director (by reason of such director’s death, disability, resignation, removal or otherwise), the Company agrees to cause a replacement director, designated by the Party or Parties (or their respective permitted assignees) who had the right to designate the director who has vacated his directorship in accordance with Section 1 (without giving effect to Section 2(c) and 2(d)), to be appointed to fill such vacancy promptly following his or her designation by such Party or Parties (or permitted assignees) hereunder. Subject to paragraphs (c), (d) and (e) below, only such designee shall be eligible for appointment to fill such vacancy.

(b) Notwithstanding any other provision in this Section 2:

(i) The obligations of the Company under this Agreement to nominate an OPT Director, or to appoint a replacement thereto, and to appoint such OPT Director to serve on the Committees (as defined below), and the right of OPT to participate in the designation of the Group Director, shall only apply if OPT and its affiliates directly or indirectly own an aggregate of at least (A) 1,000,000 shares of 9.75% Series A Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Company (the “Series A Preferred Stock”), or (B) 1,000,000 shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by OPT and/or its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by OPT and its affiliates whether or not then exercisable), except for a period not exceeding 30 consecutive days during any 12-month period beginning after the date of this Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

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(ii) The obligations of the Company under this Agreement to nominate a DB Director, or to appoint a replacement thereto, and to appoint such DB Director to serve on the Committees (as defined below), and the right of DB to participate in the designation of the Group Director, shall only apply if DB and its affiliates directly or indirectly own an aggregate of at least (A) 500,000 shares of 9.75% Series B Cumulative Non-Convertible Preferred Stock, $0.01 par value per share, of the Company (the “Series B Preferred Stock”), or (B) 500,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by DB and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by DB and its affiliates whether or not then exercisable), except for a period not exceeding 30 consecutive days during any 12-month period beginning after the date of this Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

(iii) The obligations of the Company under this Agreement with respect to the nomination of EL Directors, or the appointment of replacements thereto, and EL’s right to participate in the designation of the Group Director, shall each cease to apply on and after the Outside Date for so long as the shares of Common Stock acquired on or before such date directly or indirectly by the Contributors under the Contribution Agreements and the DB Contributors under the DB Contribution Agreements have not totaled in the aggregate at least 6,700,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership acquired directly or indirectly by each such Contributor or DB Contributor into one share of Common Stock) (the “Full Contribution”); provided, however, that the obligations of the Company under this Agreement with respect to the nomination of the EL Directors for election, and EL’s right to participate in the designation of the Group Director, shall be immediately restored upon the Contributors and DB Contributors thereafter achieving the Full Contribution and otherwise satisfying the provisions of this clause (iii) and clause (iv) below, and provided further, that the provisions of this sentence shall not apply if the failure of the Contributors and DB Contributors to achieve the Full Contribution is as a result of a breach by the Company (or its affiliates) of its obligations under the MCA, the Contribution Agreements or the DB Contribution Agreements. Additionally:

(A) If, for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held, EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 3,680,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by EL and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the obligations of the Company under Section 2(a) of this Agreement shall thereafter only apply with respect to one EL Director and shall be terminated with respect to the second EL Director,

(B) If, for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s

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immediately preceding annual meeting of stockholders was held, EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 2,450,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by EL and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the obligations of the Company under Section 2(a) of this Agreement shall thereafter be terminated; and

(C) If, for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held, EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 1,225,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by EL and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by EL and its affiliates whether or not then exercisable), then the right of EL to participate in the designation of the Group Director shall thereafter be terminated.

(c) The Company shall give each of the other Parties written notice (the “Company Designation Request”) (i) requesting that the Parties designate directors pursuant to the terms of this Section 2, (ii) stating the Company’s intention to include such designees in its upcoming proxy statement to stockholders, and (iii) providing the date on which the proxy statement is to be mailed (the “Mailing Date”), such Company Designation Request to be delivered not less than 45 days prior to the mailing date of such proxy statement. To designate a director pursuant to the provisions of this Section 2, a Party shall be required to have given the Company written notice of such Party’s designee or designees, as applicable, together with all information relating to such designee or designees required to be included by the Company in such proxy statement under applicable laws, including the federal proxy rules (the “Designation Notice”), on or before the tenth day prior to the Mailing Date (the “Designation Date”). If, during the pendency of any period prior to the IPO during which OPT or DB (or any permitted assignee thereof), as applicable, satisfies the requirements of Section 2(b)(i) or (ii), respectively (or, in the case of a permitted assignee, Section 8(f) hereof), OPT or DB shall have failed to designate its proposed OPT Director or DB Director, respectively, as provided in this paragraph (c) by the Designation Date, such OPT Director or DB Director shall (i) instead be designated by EL who shall deliver to the Company a Designation Notice with respect to such OPT Director or DB Director, together with an irrevocable resignation from such director effective as of any date, prior to the next annual meeting of stockholders, on which OPT or DB, as applicable (or such permitted assignee, as contemplated under Section 8(f) hereof), designates the OPT Director or DB Director, respectively, not later than two days before the Mailing Date (the “Final Designation Date”), and such director shall, if elected, serve until the earlier of (x) the next annual meeting of stockholders and until his or her successor is duly elected and qualifies, or (y) in accordance with the foregoing irrevocable designation, the date on which OPT or DB (or such permitted assignee, as contemplated under Section 8(f) hereof), as applicable, designates the OPT Director or DB Director, respectively, (ii) be an Independent Director, (iii) assume all Committee positions previously held by the prior OPT Director or DB Director, as applicable, and (iv) otherwise be deemed the OPT Director or DB Director, as applicable, for purposes of

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this Agreement. Notwithstanding the foregoing sentence, if OPT or DB, as applicable, shall have failed to submit its Designation Notice by the Designation Date but subsequently delivers its Designation Notice by the Final Designation Date, then any Designation Notice with respect to such OPT Director or DB Director by EL shall be automatically deemed to have been withdrawn, and the OPT Director or DB Director, as applicable, shall instead be designated in accordance with the Designation Notice submitted by OPT or DB.

(d) If a vacancy shall have occurred in the position of the OPT Director or DB Director during the pendency of any period prior to the IPO during which OPT or DB (or any permitted assignee thereof), as applicable, satisfies the requirements of paragraph (b)(i) or (ii), respectively (or, in the case of a permitted assignee, Section 8(f) hereof), yet a replacement OPT Director or DB Director shall not have been designated by OPT or DB, as applicable, pursuant to paragraph (a) for a period of more than 45 days after a vacancy in such position has occurred, then and until such replacement is so named, the replacement director for the OPT Director and/or DB Director shall (i) be designated by EL to serve until the earlier of (x) the next annual meeting of stockholders and until his or her successor is duly elected and qualifies, or (y) in accordance with an irrevocable resignation from such replacement director delivered concurrently with his or her designation by EL and effective as of the date, prior to the next annual meeting of stockholders, on which a replacement director is designated by OPT or DB, as applicable (or such permitted assignee, as contemplated under Section 8(f) hereof), such date on which the replacement director is designated by OPT or DB (or by such permitted assignee, as contemplated under Section 8(f) hereof), as applicable, (ii) be an Independent Director, (iii) assume all Committee positions previously held by the prior OPT Director or DB Director, as applicable, and (iv) otherwise be deemed the OPT Director or DB Director, as applicable, for purposes of this Agreement.

(e) If during the pendency of any period during which a Party (or any permitted assignee thereof) satisfies its requirements under paragraph (b) hereof with respect to its right to participate in the designation of the Group Director, yet such Party fails or declines to participate in such designation, the remaining Parties otherwise entitled to participate in the designation of such Group Director shall, by themselves, be entitled to designate the Group Director.

3. Committee Representation.

(a) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to increase the number of directors on the Board’s (i) Audit Committee, (ii) Compensation Committee, and (iii) Nominating and Corporate Governance Committee (each a “Committee” and collectively, the “Committees”) to up to five Independent Directors.

(b) On or prior to the Effective Date, the Company agrees to take all corporate and other actions necessary to cause an ATA Director (other than Stanley J. Olander, Jr.), the OPT Director (for so long as he or she qualifies as an Independent Director and is willing to serve as a member of a Committee), the DB Director and the Group Director (and any successor thereto) to be appointed, and thereafter to be re-appointed, to serve on each of the Committees. If, at any time, the Board determines that the OPT Director does not qualify as an Independent

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Director, the Company shall give prompt written notice to the Parties of such determination and the basis therefor. Upon making such determination, or receiving notice thereof), OPT shall cause the OPT Director to resign from all Committees as soon as reasonably practical. For avoidance of doubt, (i) the OPT Director shall not be required to serve as a member of any Committee, (ii) the OPT Director may resign from any Committee at any time, and (iii) OPT may waive its rights to have an OPT Director serve on any Committee, and any such waiver, if given, shall be in writing and shall be effective until the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, shall be effective for such longer period set forth therein.

4. Election of Joseph G. Lubeck as Executive Chairman of the Board. Effective as of the Effective Date, and thereafter for as long as Joseph G. Lubeck continues to serve as a director of the Company, whether pursuant to the terms hereof or otherwise, the Parties agree to take all corporate and other actions necessary to cause him to be elected as the Company’s Executive Chairman of the Board.

5. Voting. From and after the Effective Date:

(a) OPT agrees to vote all shares of the Series A Preferred Stock (but not any other shares of the Company’s capital stock) directly or indirectly owned by it and entitled to vote, and each of DB and EL agrees to vote all shares of the Company’s capital stock directly or indirectly owned by it and entitled to vote, in favor of the election or re-election, as the case may be, of the directors designated by the Parties as provided in this Agreement at any meeting (or written consent in lieu of a meeting) of the Company’s stockholders held to consider the election of any such designated director; provided however, that DB’s and EL’s foregoing undertaking with respect to the OPT Director shall only apply while OPT or its affiliates continues to own all of the shares of Series A Preferred Stock; and

(b) OPT agrees to vote all shares of the Series A Preferred Stock (but not any other shares of the Company’s capital stock) directly or indirectly owned by it and entitled to vote, and each of DB and EL agree to vote all shares of the Company’s capital stock directly or indirectly owned by it and entitled to vote, in favor of any resolution or proposal recommended by the Board and submitted to a vote of stockholders of the Company with respect to any of the following matters:

(i) An acquisition of assets by the Company or the Operating Partnership, or by any direct or indirect subsidiary thereof, and the issuance of shares of capital stock by the Company or OP Units exchangeable for, or convertible into, shares of capital stock of the Company, with respect to such acquisition;

(ii) Amendments to the Company’s charter or bylaws, other than such amendments that, under the Company’s charter, including the Articles Supplementary applicable to the Series A Preferred Stock or Series B Preferred Stock held by such Party, require a special vote of such Series A Preferred Stock or Series B Preferred Stock;

(iii) A merger or consolidation of the Company with or into another entity; or

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(iv) A sale of assets by the Company or the Operating Partnership, or by any direct or indirect subsidiary thereof.

(c) Nothing in paragraphs (a) or (b) above shall be deemed to (i) require any Party to vote its shares of Company capital stock in support of a resolution that would cause a violation by the Company or its subsidiaries of applicable law or a breach of a covenant under the terms of the Series A Preferred Stock or Series B Preferred Stock; or (ii) require any Party to vote its shares of the Company’s capital stock in any particular manner with respect to any class specific vote in which such Party is entitled to vote. An affirmative vote by OPT or DB pursuant to paragraphs (a) or (b) shall not be deemed a consent or waiver by it pursuant to the terms of the Series A Preferred Stock or Series B Preferred Stock, respectively.

(d) Upon a permitted transfer of any shares of the Series A Preferred Stock or Series B Preferred Stock then held by any of them, each of OPT, DB and EL shall cause the permitted transferee to execute a joinder to this Agreement whereby such permitted transferee shall agree to vote such shares in the same manner as the transferor Party was required to vote such shares under the provisions of paragraphs (a) and (b) above.

6. Severalty of Obligations. The obligations under this Agreement of each Party and the separate and several obligations of that Party and are not joint obligations with respect to any other person. No failure by any Party to perform its obligations under this Agreement shall relieve any other Party of any of its obligations hereunder, and no Party shall be responsible or liable for the obligations of or any action taken or omitted to be taken, by any other Party hereunder.

7. Expiration. Notwithstanding anything herein to the contrary, all of the Parties’ (and their permitted assignees’) respective rights, undertakings and obligations under this Agreement shall be deemed to have expired and to be without any further force and effect upon consummation of the IPO, provided however, that notwithstanding the foregoing:

(a) the obligations of the Company under this Agreement to nominate an OPT Director for re-election to the Board shall continue until and including the earlier of (i) the second annual meeting of the Company’s stockholders following the IPO, and (ii) OPT and its affiliates ceasing to own directly or indirectly an aggregate of at least 1,000,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by OPT and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by OPT and its affiliates whether or not then exercisable) for more than 30 consecutive days during any 12-month period beginning after the date of this Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held;

(b) the obligations of the Company to nominate a DB Director for re-election to the Board shall continue to apply until and including the earlier of (i) the second annual meeting of the Company’s stockholders following the IPO, and (ii) DB and its affiliates ceasing to own directly or indirectly an aggregate of at least 500,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by DB and

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its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by DB and its affiliates whether or not then exercisable) for more than 30 consecutive days during any 12-month period beginning after the date of this Agreement and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held; and

(c) the obligations of the Company to nominate (i) two EL Directors shall continue to apply until EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 3,680,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by EL and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by EL and its affiliates whether or not then exercisable), and (ii) one EL Director shall continue to apply until EL and its affiliates cease to own, directly or indirectly, an aggregate of at least 2,450,000 shares of Common Stock (assuming conversion of each interest in the Operating Partnership owned directly or indirectly by EL and its affiliates into one share of Common Stock and the full exercise of any outstanding and unexpired Warrants owned directly or indirectly by EL and its affiliates whether or not then exercisable), in either such case for more than 30 consecutive days during any 12-month period beginning after the later of the Outside Date and the date of Full Contribution and ending on the date that is 120 days prior to the first anniversary of the date on which the Company’s immediately preceding annual meeting of stockholders was held.

For purposes of the foregoing, “consummation of the IPO” shall mean the initial closing (without regard for any closing of any associated “green shoe”) of the first underwritten public offering of shares of the Common Stock registered under the Securities Act of 1933, as amended, that occurs after the Effective Date and in conjunction with which shares of Common Stock are listed for trading on the New York Stock Exchange.

8. Miscellaneous Provisions.

(a) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. Copies of executed counterparts transmitted by telecopy, telefax or other electronic means shall be considered original executed counterparts for purposes of this Section, provided receipt of copies of such counterparts is confirmed.

(b) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by electronic mail or facsimile (which is confirmed by the intended recipient) and (c) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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If to EL, to:

Elco Landmark Residential Holdings LLC

825 Parkway Street

Jupiter, Florida 33477

Attention: Joseph Lubeck, Chief Executive Officer

Fax: (561) 745-8745

Email: jlubeck@landmarkresidential.com

with a copy to:

Goulston & Storrs P.C.

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

If to the Company, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr.

Fax: (804) 237-1345

Email: jolander@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

If to OPT, to:

2335887 Ontario Inc.

1 Adelaide Street E.

Suite 1200

Toronto, Ontario M5C 3A7

Canada

Attention: Robert A. S. Douglas

Facsimile No.: (416) 681-2500

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with a copy to:

Davies Ward Phillips & Vineberg LLP

900 Third Avenue, 24^th Floor

New York, New York 10022

Attention: Jeffrey Nadler, Esq.

Facsimile No.: (212) 318-0132

Email: JNadler@dwpv.com

If to DB, to:

DeBartolo Development LLC

4401 W. Kennedy Boulevard, 3rd Floor

Tampa, Florida 33609

Attention: Edward M. Kobel

Facsimile No.: (813) 676-7696

with a copy to:

Gray Robinson, P. A.

201 N. Franklin Street, Suite 2200

Tampa, Florida 33602

Attention: Michael J. Nolan, Esq.

Facsimile No.: (813) 273-5039

(c) Governing Law; Jurisdiction and Venue.

(i) This Agreement shall be governed by and construed in accordance with, the laws of the State of Maryland without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof which might result in the application of the laws of any other jurisdiction.

(ii) Each Party agrees that any Proceeding for any Claim arising out of or related to this Agreement or the Transactions, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the Eastern District of New York or in the United States District Court for the Southern District of New York (each, a “Chosen Court”), and each Party irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such Proceeding in either Chosen Court, (c) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (d) agrees that, in addition to other methods of service provided by law, service of process in any such Proceeding shall be effective if provided in accordance with paragraph (b) above, and the effective date of such service of process shall be as set forth in paragraph (b) above.

(d) Entire Agreement. This Agreement (including its exhibits, appendices and schedules) and the other documents delivered pursuant to this Agreement constitute a complete and exclusive statement of the agreement between the Parties with respect to its subject matter, and supersede all other prior agreements, arrangements or understandings by or between the Parties, written or oral, express or implied, with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person who is not a Party (or their successors and assigns) any rights or remedies hereunder.

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(e) Specific Performance. The Parties acknowledge and agree that a breach or threatened breach, of any agreement contained herein will cause irreparable damage, and the other Parties will have no adequate remedy at law or in equity. Accordingly, each Party agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief.

(f) Assignment and Successors. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties. This Agreement and all the provisions hereof are personal to each of the Parties, and except as otherwise provided below, shall not inure to a Party’s respective successors and may not be assigned by a Party without the prior written consent of the other Parties. Any assignment in violation of the foregoing shall be void and of no effect.

(i) OPT and DB may assign their rights under this Agreement to a Qualified Institutional Investor (which, for purposes hereof, shall be deemed to include any agreement by OPT or DB to exercise their respective rights hereunder on behalf of, under the direction or consent of, or in coordination with such Qualified Institutional Investor) to designate any future replacement OPT Director or DB Director, and any such replacement OPT Director or DB Director shall thereafter be deemed the OPT Director or DB Director, as applicable, for purposes of this Agreement, provided however, that (x) no such assignee shall acquire thereby any rights hereunder greater than those previously held by OPT and DB, (y) OPT’s or DB’s rights (as applicable) to participate in the designation of Group Director under Section 1(e) and any replacement thereof pursuant to Section 2(a) shall terminate effective with such assignment, and (z) such assignment shall be subject to the following additional conditions (except that the provisions of clauses (B), (D) and (E) below shall not apply if such assignment is to EL or one of its affiliates):

(A) Such assignment shall be in writing, and the assignor Party shall have delivered a fully executed copy of such assignment to the Company and the other Parties;

(B) Such assignee owns or becomes the transferee at the time of such assignment of all (but not less than all) of the outstanding shares of the Series A Preferred Stock (in the case of an assignment with respect to the OPT Director) or all (but not less than all) of the Series B Preferred Stock (in the case of an assignment with respect to the DB Director), it being understood and agreed that: (1) if no shares of the Series A Preferred Stock (in the case of an assignment with respect to the OPT Director) or shares of the Series B Preferred Stock (in the case of an assignment with respect to the DB Director) are then outstanding, this condition shall not be deemed satisfied, and (2) the limitations on the Company’s obligations under Section 2(b) hereof with respect to the nomination or appointment of the OPT Director and/or the DB Director shall apply to the designee or designees of such assignee, and for such purpose, only the shares of the Series A Preferred Stock or Series B Preferred Stock held by the assignee (and not any shares of the Company’s capital stock held or deemed held by such assignee or any other Person, including OPT or DB, as applicable) shall be taken into account;

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(C) Such replacement OPT Director or DB Director, as applicable, designated from time to time by such assignee shall at all times qualify as an Independent Director under this Agreement;

(D) Such replacement OPT Director or DB Director, as applicable, designated from time to time by such assignee shall have been approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed; and

(E) Such assignee shall have executed a joinder to this Agreement whereby such assignee shall have agreed to be bound by all of the provisions of this Agreement to the same extent, mutatis mutandis, as applicable to OPT (for the designation by such assignee of a replacement OPT Director) or DB (for the designation by such assignee of a replacement DB Director), including without limitation, the provisions set forth in Sections 5(a) and 5(b) of this Agreement.

(ii) The consummation of OPT’s Contribution Put Right or Director Put Right under the Put and ROFR Agreement shall be deemed a permitted assignment to the Put Purchaser (or to the designated Put Purchaser among multiple Put Purchasers, if applicable) of OPT’s rights under this Agreement to designate a replacement OPT Director, it being understood and agreed that the limitations on the Company’s obligations under Section 2(b)(i) hereof with respect to the nomination or appointment of the OPT Director shall apply to the designee or designees of such assignee, and for such purpose, only the shares of the Series A Preferred Stock held by the Put Purchasers or their affiliates (and not any other shares of the Company’s capital stock held or deemed held by the Put Purchasers or any other Person, including OPT) shall be taken into account.

(iii) EL may assign its rights under this Agreement to an affiliate of Elco, NA or of Joseph G. Lubeck which assignee shall thereafter succeed to all of EL’s rights and obligations under this Agreement.

(g) Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

(h) Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by (i) the Company and (ii) each Party then entitled to designate a director of the Company pursuant to the provisions hereof (each Party described in this clause (ii) being an “Amending Party,” it being understood, for purposes of this Section 8(h), that no Party entitled at any time to designate a director hereunder shall cease to be an Amending Party unless and until such Party shall have expressly and permanently surrendered, forfeited or assigned any and all of such designation rights). Any Party may, only by an instrument in writing, waive compliance by any other Party with any term or provision hereof on the part of such other Party to be performed or complied with. The waiver by any Party of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach.

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(i) Interpretation; Absence of Presumption.

(i) For the purposes hereof, (A) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (B) the terms “hereof,” “herein,” “hereto” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section and paragraph references are to the Articles, Sections and paragraphs to this Agreement unless otherwise specified; (C) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; (D) the word “or” shall not be exclusive; and (E) provisions shall apply, when appropriate, to successive events and transactions.

(ii) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(iii) Capitalized terms used herein but not otherwise defined shall have the following meanings:

(A) “Affiliates” means, with respect to a specified Person, each other Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Person. Except as otherwise expressly provided, the Affiliates of the EL Parties shall be limited to Joseph Lubeck, Elco Holdings Ltd. and their respective Controlled Affiliates.

(B) “Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day on which banks are required or authorized by Law to be closed in the City of New York.

(C) “Claim” means any claim or demand, or assertion of either of any claim or demand, by any Person (except for those included in the definition of Proceeding).

(D) “Common Equity” shall mean all shares now or hereafter authorized of any class of common stock of the Company, including the Common Stock, and any other stock of the Company, howsoever designated, authorized after the date hereof, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Company without limit as to per share amount.

(E) “Common Stock” shall mean the common stock, $0.01 par value per share, of the Company.

(F) “Company Designation Request” shall have the meaning set forth in Section 2(c) hereof.

(G) “Contributed Entity” means an entity that wholly owns, directly or indirectly, a Contributed Property.

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(H) “Contributed Interests” means 100% of the direct equity interest in a Contributed Entity.

(I) “Contributed Properties” means each of the properties identified on Schedule A to the MCA as in effect on the date hereof.

(J) “Contributors” means, as the context may require, (i) with respect to any Contributed Property, the Persons named as contributing parties to the applicable Interest Contribution Agreement as described in the Contribution Structure Chart attached as Schedule B to the MCA as in effect on the date hereof or (ii) the Contributors with respect to all Contributed Properties collectively.

(K) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of an Equity Interest, by contract or otherwise. The terms “Controlled by” and “under common Control with” have correlative meanings.

(L) “DB Contribution Agreement” means each of the interest contribution agreements with one or more of DB and its Affiliates substantially in the form attached as Exhibit B to the MCA as in effect on the date hereof.

(M) “DB Properties” means the properties owned by DB or its Affiliates and identified on Schedule A of the MCA as in effect on the date hereof.

(N) “Entity” means, except for Governmental Authorities, (a) any corporation, partnership, joint venture, limited liability company, business trust or other business entity, (b) any association, unincorporated business or other organization, (c) trust and (d) any other organization having legal status as an entity under any Law.

(O) “Equity Interest” means (i) in the case of a corporation, shares of stock, (ii) in the case of a general or limited partnership, partnership interests, (iii) in the case of a limited liability company, limited liability company interests, (iv) in the case of a trust, beneficial interests therein and (v) in the case of any other Person that is not an individual, the comparable interests therein.

(P) “Governmental Authority” means (a) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether national, territorial, federal, state, provincial, local, supranational or other authority, (b) any organization of multiple nations, or (c) any tribunal, court or arbitrator of competent jurisdiction.

(Q) “Interest Contribution Agreement” means each of the Interest Contribution Agreements to be entered into for each Contributed Property pursuant to the MCA, in substantially the form attached as Exhibit A-2 to the MCA as in effect on the date hereof.

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(R) “Junior Stock” shall mean, as the case may be, (i) the Common Equity and any other class or series of stock of the Company which is not entitled to receive any dividends in any period unless all dividends required to have been paid or declared and set apart for payment on the Series A Preferred Stock (and any Parity Stock) shall have been so paid or declared and set apart for payment, (ii) the Common Equity and any other class or series of stock of the Corporation which is not entitled to receive any assets upon liquidation, dissolution or winding up of the affairs of the Corporation until the Series A Preferred Stock (and any Parity Stock) shall have received the entire amount to which such Series A Preferred Stock (and any Parity Stock) is entitled upon such liquidation, dissolution or winding up or (iii) the Common Equity and any other class or series of stock of the Corporation ranking junior to the Series A Preferred Stock (and any Parity Stock) in respect of the right to redemption.

(S) “Operating Partnership” means Apartment Trust of America Holdings, L.P., a Virginia limited partnership or any successor thereof.

(T) “Outside Date” means the date that is six (6) months after the Initial Closing Date, subject to extension as provided in Section 5.4(b) of the SPA as in effect on the date hereof (or, if such date is not a Business Day, the first Business Day thereafter).

(U) “Person” means an individual, an Entity or a Governmental Authority.

(V) “Proceeding” means any action, claim, audit or other inquiry, hearing, investigation, suit or other charge or proceeding (whether civil, criminal, administrative, investigative, formal or informal) by or before any Governmental Authority or before an arbitrator or arbitral body or mediator.

(W) “Put and ROFR Agreement” means the Put and ROFR Agreement, dated as of the date hereof, by and among OPT, Joseph G. Lubeck and Elco North America, Inc.

(X) “REIT” means any real estate investment trust complying with the requirements of Sections 856 through 860 of the Code and the Regulations related thereto.

(Y) “Transactions” means the contribution transactions contemplated by the MCA and the Interest Contribution Agreements, the contribution transactions contemplated by the DB Contribution Agreements and the transactions contemplated by the SPA.

(Z) “Warrants” means warrants to purchase shares of Common Stock issued pursuant to the SPA.

(j) Severability. If any provision of this Agreement or the application of such provision to any Person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provision held invalid or unenforceable and the application of such provision to Persons or circumstances, other than the Party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.

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(k) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(j).

(l) Further Assurances. The Parties agree that, from time to time, each of them will, and will cause their respective Affiliates to, execute and deliver such further instruments and take such other action as may be necessary to carry out the purposes and intents hereof.

(m) Share Adjustments. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting such shares occurring after the date of this Agreement.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

COMPANY:
APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

Signature to Corporate Governance Agreement

EL:
Elco Landmark Residential Holdings LLC
By: JLCo, LLC, a Florida limited liability company, its manager
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	President

Signature to Corporate Governance Agreement

OPT:
	2335887 LIMITED PARTNERSHIP, by its general partner, 2335887
	ONTARIO INC.
	By:	/s/ Robert A. S. Douglas
	Name:	Robert A. S. Douglas
	Title:	President
	By:	/s/ Joseph Lyn
	Name:	Joseph Lyn
	Title:	Vice-President and Secretary

Signature to Corporate Governance Agreement

DB:
DK LANDMARK, LLC
By:	/s/ James A. Palermo
Name:	James A. Palermo
Title:	Executive Vice President

Signature to Corporate Governance Agreement

EXHIBIT A

[            ] [    ], 2012

Board of Directors

Apartment Trust of America, Inc.

To the Board of Directors:

I hereby tender my conditional resignation, as a member of the board of directors of Apartment Trust of America, Inc., a Maryland corporation (the “Company”), and as a member of any and all committees thereof, upon the terms set forth herein. I acknowledge that (i) my execution and delivery of this letter is a condition to my eligibility to serve in such capacity, (ii) this letter shall be deemed reaffirmed, upon each and every subsequent instance of my election or re-election to the board of directors of the Company, by my acceptance of such position (whether or not in writing) without the requirement of re-execution or re-delivery of a letter of like tenor, and (iii) other than with respect to the conditions set forth herein, this letter shall be irrevocable.

My resignation herein tendered shall be effective upon, and only upon, a determination by the board of directors of the Company that I do not satisfy the independence standards of both (1) the Company’s charter and bylaws, as in effect on the date hereof, and (2) the New York Stock Exchange.

Sincerely,

[INSERT NAME OF DIRECTOR]

EX-10.27

Exhibit 10.27

ADVISORY TERMINATION AGREEMENT AND MUTUAL RELEASE

by and among

APARTMENT TRUST OF AMERICA, INC.,

APARTMENT TRUST OF AMERICA HOLDINGS, L.P.

ROC REIT ADVISORS, LLC,

STANLEY J. OLANDER,

GUSTAV G. REMPPIES, AND

DAVID CARNEAL

ADVISORY TERMINATION AGREEMENT AND MUTUAL RELEASE

This Advisory Termination Agreement and Mutual Release (this “Agreement”), is entered into as of August 3, 2012 by and among Apartment Trust of America, Inc., a Maryland corporation (“ATA”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings”), ROC REIT Advisors, LLC, a Virginia limited liability company (the “Advisor”), Stanley J. Olander, an individual residing in Richmond, Virginia (“Olander”), Gustav G. Remppies, an individual residing in Richmond, Virginia (“Remppies”), and David Carneal, an individual residing in Richmond, Virginia (“Carneal”).

WHEREAS, ATA, ATA Holdings and the Advisor have entered into that certain Advisory Agreement, dated February 25, 2012 (the “Advisory Agreement”), pursuant to which the Advisor is responsible for the managing the business and affairs of ATA and ATA Holdings; and

WHEREAS, ATA and ATA Holdings have entered into that certain Master Contribution and Recapitalization Agreement with Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management LLC, dated of even date herewith, together with a series of related agreements, pursuant to which, among other things, ATA and ATA Holdings will acquire a substantial portfolio of properties, two outside investors will make a substantial cash investment in ATA and certain changes will be effectuated with respect to the composition of ATA’s Board of Directors and management team (the “Recapitalization Agreement”); and

WHEREAS, ATA’s Board of Directors has determined, pursuant to Section 13 of the Advisory Agreement, that it is in the best interests of ATA and ATA Holdings to internalize their management by terminating the Advisory Agreement and by employing all of the employees of the Advisor (the “Internalization”); and

WHEREAS, pursuant to Section 18 of the Advisory Agreement, ATA has the right to terminate the Advisory Agreement upon completing the Internalization; and

WHEREAS, in accordance with the terms of this Agreement, the Advisory Agreement shall be terminated immediately upon the Effective Time (as defined below); and

WHEREAS, the parties to this Agreement wish to enter into the mutual releases contained in this Agreement in connection with the termination of all of the Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

SECTION 1. TERMINATION OF ADVISORY AGREEMENT.

1.1 Termination of Advisory Agreement. ATA, ATA Holdings and the Advisor agree, acknowledge, understand and confirm that the Advisory Agreement shall be terminated without any further action on the part of any of ATA, ATA Holdings or the Advisor, effective as of the completion of the Initial Closing, as that term is defined in the Recapitalization Agreement (the “Effective Date”), subject to receipt by the Advisor of the Acquisition Fees payable to the Advisor pursuant to the Advisory Agreement with respect to the Contribution transactions contemplated under the Recapitalization Agreement as described in Section 2 below.

SECTION 2. PAYMENT OF FEES.

2.1 At the Effective Time, ATA Holdings shall pay to the Advisor an Acquisition Fee, as that term is defined in the Advisory Agreement, in the amount of $4,000,000, payable in cash with respect to the acquisition by ATA Holdings of all of the Contributed Properties pursuant to the Recapitalization Agreement and each of the Contribution Agreements referenced therein.

SECTION 3. RELEASE OF PARTIES.

3.1 Release of Parties. In consideration of the mutual promises and releases contained in this Agreement, each of the parties hereto, on behalf of it or himself, and any and all of their respective successors-in-interest, affiliates, assigns, heirs, insurers, executors, officers, directors, agents, employees, attorneys, parent companies, subsidiaries, administrators, principals, shareholders, representatives, partners, joint venturers, predecessors-in-interest, trusts, trustors, trustees, beneficiaries, and all others who may take any interest in the matters or agreements described herein, irrevocably, completely, and forever release, acquit and discharge all of the other parties hereto, and any and all of their respective successors-in-interest, affiliates, assigns, heirs, insurers, executors, officers, directors, agents, employees, attorneys, parent companies, subsidiaries, administrators, principals, shareholders, representatives, partners, joint venturers, predecessors-in-interest, trusts, trustors, trustees and beneficiaries and all others who may take any interest in the matters or agreements described herein from all claims, causes of action, demands, losses or damages of any kind, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether now known or unknown, suspected or unsuspected, existing, claimed to exist or which can ever hereinafter exist from the beginning of time through the date of this Release not involving acts or omissions constituting fraud or intentional or criminal misconduct or gross negligence; provided, however, that the release (the “Release”) contained in this Section 3.1 shall not relate to any claims, demands, suits, actions or causes of action (i) arising as a result of a breach of this Agreement or (ii) arising under the Recapitalization Agreement or under any document or agreement executed contemporaneously with, or in connection with the transactions contemplated by, the Recapitalization Agreement; and provided further, however, that the Release shall not relate to any claims, demands, suits, actions or causes of action as between ATA and ATA Holdings. For purposes of this Section 3.1, the term “all claims” means all existing demands, claims and causes of action, known or unknown, pending or threatened, and for all existing known and unknown damages and remedies. Under this definition, “all claims” includes, but is not limited to, all claims, demands, lawsuits, debts, accounts, covenants, agreements, liabilities, obligations, losses, costs, fees, expenses, remedies, fines, penalties, sanctions and causes of action of any nature, whether in contract or in tort, or based upon common law, or arising under or by virtue of any judicial decision, statute or regulation, for past, present, known, and unknown injuries, property or economic damage, and all other losses and damages of any kind, including but not limited to the following: all actual damages; all exemplary and punitive damages; all penalties of any kind, including without limitation any tax liabilities or penalties; all declaratory and/or injunctive relief; consequential damages; and pre-judgment and post-judgment interest, costs and attorneys’ fees. This definition further includes, but is not limited to, all damages, all remedies, and all claims, demands, and causes of action that are now recognized by law or that may be created or recognized in the future in any manner, including without limitation by statute, regulation, or judicial decision.

3.2 Indemnification Agreements and D&O Insurance. Each of ATA and ATA Holdings acknowledges and agrees that nothing in this Agreement (including, without limitation, the Release), or in any other prior or contemporaneous contract, agreement, document or understanding, shall affect or apply to the respective rights of Olander, Remppies and Carneal under (i) those certain Indemnification Agreements by and between ATA and each such individual, dated March 16, 2010, and (ii) insurance maintained by ATA for its directors and officers. Without limiting the generality of the foregoing, each of ATA and ATA Holdings acknowledges and agrees that the Release shall not prevent Olander,

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Remppies or Carneal from contesting the applicability of any such indemnification provision or insurance coverage. ATA agrees that it shall continue to indemnify and hold Olander, Remppies and Carneal harmless to the maximum extent permitted by Section 2-418 of the Maryland General Corporation Law or its successor statute.

SECTION 4. REPRESENTATIONS AND WARRANTIES. As an inducement to each of the parties hereto to enter into this Agreement and agree to the Release, each party hereby represents and warrants, to the extent applicable, to each other party, as of the date hereof, as follows:

4.1 Authority of ATA. ATA has the necessary corporate power and authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. ATA has taken all action required by law and its governing documents to authorize ATA’s execution, delivery and performance of this Agreement. ATA has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all of the other parties hereto, this Agreement constitutes the legal and valid binding obligations of ATA enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.2 Authority of ATA Holdings. ATA Holdings has the necessary partnership power and authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. ATA Holdings has taken all action required by law and its governing documents to authorize ATA Holdings’ execution, delivery and performance of this Agreement. ATA Holdings has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all of the other parties hereto, this Agreement constitutes the legal and valid binding obligations of ATA Holdings enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3 Authority of the Advisor. The Advisor has the necessary limited liability company power and authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. The Advisor has taken all action required by law and its governing documents to authorize the Advisor’s execution, delivery and performance of this Agreement. The Advisor has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all of the other parties hereto, this Agreement constitutes the legal and valid binding obligations of the Advisor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.4 Authority of Olander, Remppies and Carneal. Each of Olander, Remppies and Carneal individually represents and warrants as to himself that he has the necessary authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. Each of Olander, Remppies and Carneal has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all of the other parties hereto, this Agreement constitutes the legal and valid binding obligations of each of Olander, Remppies and Carneal enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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4.5 No Assignment of Claims. Each of the parties hereby represents and warrants to each other party that it or any of its respective parents, subsidiaries, affiliates, shareholders, members, officers, directors, employees, agents, attorneys, predecessors, successors, assigns or representatives has not assigned or transferred, or purported to assign or transfer, to any person, firm, partnership, corporation or entity whatsoever, any rights, rights to indemnification, causes of action, suits, debts, dues, sums of money, accounts, attorneys’ fees, costs, expenses, reckonings, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, demands or liability released pursuant to this Release. Each of the parties hereby agrees to indemnify, defend and hold harmless each of the other parties from and against any such claims, damages or liabilities in any way arising from, connected with or related to any such assignment or transfer or purported assignment or transfer.

SECTION 5. MISCELLANEOUS.

5.1 Governing Law. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the Commonwealth of Virginia, applicable to agreements made and to be performed entirely therein, without regard to conflict of laws provisions thereof that would apply the law of any other jurisdiction.

5.2 Entire Agreement; Modification; Headings. This Agreement embodies the entire agreement of the parties respecting the matters within its scope, and supersedes all prior discussions, agreements and understandings of the parties hereto with respect to such subject matter. This Agreement and the Release contained herein shall not be amended, supplemented, rescinded or otherwise modified, nor may any provision hereof be waived or terminated, except by a written instrument signed by all of the parties. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

5.3 Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

5.4 Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, only the portions of this Agreement that violate such statute or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

5.5 Invalidity. If any provision in this Agreement or the Release is held to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement or the Release, as the case may be, will remain in full force and effect. Any provision of this Agreement or the Release, as the case may be, held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable

5.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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5.7 Further Assurances. Each of the parties shall execute and deliver all such further documents and instruments and do all acts and things as may be required to carry out the full intent and purpose of this Agreement and the Release contained herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK –

SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and made effective as of the day and year first above written.

APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer and Chairman of the Board
APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
By:	APARTMENT TRUST OF AMERICA, INC., its General Partner
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer and Chairman of the Board
ROC REIT ADVISORS, LLC
By:	/s/ Stanley J. Olander
Name:
Title:
/s/ Stanley J. Olander
STANLEY J. OLANDER
/s/ Gustav G. Remppies
GUSTAV G. REMPPIES
/s/ David Carneal
DAVID CARNEAL

Signature page to Advisory Termination Agreement and Mutual Release

EX-10.28

Exhibit 10.28

EXECUTION COPY

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Stanley J. Olander, Jr.)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (hereinafter referred to as the “Company”), and STANLEY J. OLANDER, JR. (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.

WHEREAS, the Company has terminated the Advisory Agreement between the Company and its former external advisor and, as a result, has determined to internalize its management; and

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer, on the terms set forth below.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive and the Executive hereby accepts such employment for an initial term commencing as of August 3, 2012 (the “Effective Date”) and ending on December 31, 2016, unless sooner terminated in accordance with the provisions of Section 4 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one (1) year renewals unless notice of non-renewal is provided between the parties in accordance with the notice provisions of Section 7.6, as follows (if elected by the Executive or the Company, a “Non-Renewal”): (a) if elected by the Executive, the Executive will notify the Company of the Non-Renewal at least ninety (90) days prior to the end of any such Term, or (b) if elected by the Company, the Company will notify the Executive of the Non-Renewal at least one-hundred-eighty (180) days prior to the end of any such Term.

2. Duties. The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Chief Executive Officer as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal investment

activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company acknowledges that the Executive currently serves as a director of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company; provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $300,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased from time to time by an amount and on such conditions as may be approved by the Board or the Compensation Committee of the Board (the “Compensation Committee”), and upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary. The Executive’s Annual Salary shall be reviewed at least annually by the Board or the Compensation Committee. Annual Salary will be paid in monthly or bi-monthly installments as determined by the Board, and no Annual Salary will be paid later than 75 days after the conclusion of any calendar year in which such Annual Salary is deemed earned and payable to the Executive.

3.2 Cash and Equity Bonus Compensation; Initial Awards.

(a) The Executive will be eligible to participate in the Company’s annual bonus program (the “Bonus Plan”) for cash bonus compensation. The initial annual cash bonus target for the Executive under the Bonus Plan is described on Attachment A. Additionally, the Executive will be eligible to participate in the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Other Equity-Based Award Plan, as amended (the “2012 LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”).The initial Equity Compensation target for the Executive is set forth on Attachment A. The terms of the Bonus Plan, any Company Incentive Plan and the terms of any awards made under any of them will be subject to the approval of the Compensation Committee.

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(b) Immediately following the Effective Date of this Agreement, the Company will grant the Executive 197,040 LTIP Units under the 2012 LTIP Plan. These LTIP Units will be fully vested upon grant. Furthermore, immediately following the closing of the Company’s acquisition of the Andros Isles property (projected to occur in the third quarter of 2012), the Company will grant the Executive an additional 27,607 LTIP Units under the 2012 LTIP Plan, which will be fully vested upon grant.

3.3 Benefits–In General. During the Term, the Executive will be entitled to all employee benefits and perquisites made available to senior executives of the Company, including, without limitation, group medical, dental, vision, life insurance, long-term disability insurance, retirement, pension, 401(k) savings plans and/or prescription drug plan coverage, subject to the condition that the Executive is eligible for participation in any such plans. The Company shall pay 100% of the premium cost of the Company’s health insurance coverage provided to the Executive (and the Executive’s dependents, if applicable) by the Company from time to time. Nothing contained in this Agreement will prevent the Company from terminating plans, changing carriers or effecting modifications in employee benefits coverage for the Executive as long as such modifications affect all similarly situated senior executives of the Company.

3.4 Paid Time Off. The Executive shall be entitled to twenty-five (25) days of paid time off per calendar year, plus Company-scheduled holidays. Fifty percent (50%) of any unused paid time-off will be forfeited at the end of the calendar year.

3.5 Disability Benefits and Life Insurance. Executive shall receive the disability benefits and group life insurance benefits applicable to senior executives at the Company. To the extent the Company’s group life and disability insurance plans do not provide this level of benefits, the Executive shall be entitled to additional benefits so that his long-term disability coverage provides benefits (to continue for such period as is provided in the applicable disability plan or program, as amended from time to time, and with waiting periods and pre-existing condition exceptions waived to the extent such coverage is available on commercially reasonable terms) equal to sixty-six and two-thirds percent (66 2/3 %) of his Annual Salary in the case of a covered disability, and life insurance coverage with a face amount equal to $1,000,000. Premiums on all primary or supplemental disability policies provided by the Company under this Agreement shall be paid by the Company, provided that the value of such premiums shall be taxed as income to the Executive.

3.6 Housing Allowance. During the first two years of the Term, the Company will provide the Executive with a cash housing allowance in an amount equal to the lesser of the actual monthly expenses incurred by the Executive for housing in Florida or $3,000 per month. Executive shall retain the right to initially select and change from time to time his selection of housing in Florida without affecting his right to the housing allowance.

3.7 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred and, in the case of reimbursement, actually paid by the Executive during the Term in connection with the performance of the Executive’s services under this Agreement, provided that the Executive shall submit such expenses in accordance with the policies applicable to senior executives of the Company generally.

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3.8 Earned and Accrued Bonus. For purposes of this Agreement, with respect to “Earned and Accrued Bonus” payments to be made to the Executive in connection with the termination of his employment, cash bonus payments and Equity Compensation awards shall be deemed to be “earned and accrued” (a) if the Executive is employed with the Company as of the date of the last day of the period for which a bonus payment shall be made or for which Equity Compensation is vested, if the Executive is employed with the Company as of the date such vested award or vesting is scheduled to occur; and (b) to the extent that the criteria or performance goals for determining the amount of such payment or award are objective and measurable criteria, and such objective and measurable criteria have been satisfied or achieved. Earned and Accrued Bonus specifically includes, without limitation, any cash payments payable to Executive under the Bonus Plan and any Equity Compensation that is awarded and vested. A prorated portion of the annual cash bonus under the Bonus Plan will be paid in accordance with the termination provisions of this Agreement.

3.9 Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), all Equity Compensation awarded to the Executive under this Agreement, to the extent not vested as of the date of the Change in Control or to the extent that any such award is subject to forfeiture restrictions as of the date of the Change in Control, shall, be deemed vested and all forfeiture restrictions shall lapse (treating any applicable performance criteria as fully satisfied). Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.

4. Termination of Employment. The Company may terminate the Executive’s employment for any reason or for no reason and with or without Cause (as defined herein below). The Executive may terminate the Executive’s employment with the Company for Good Reason (as defined herein below) or without Good Reason. The Company or the Executive may terminate the Executive’s employment upon the Executive’s disability as provided in Section 4.1, or by Non-Renewal. The survival provisions of this Agreement described at Section 7.15 contemplate without limitation that upon the termination his employment the Executive shall be subject to the provisions of the Covenant Against Competition set forth in Section 6.2.

4.1 Termination upon the Executive’s Death or Disability.

(a) If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided in this Section 4.1 and except for the surviving provisions of this Agreement as described at Section 7.15.

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(b) If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under a competitive plan as reasonably determined by the Compensation Committee), the Company or the Executive shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment in accordance with this Section 4.1(b) if, (i) in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has resumed his duties on a regular full-time basis.

(c) Upon the Executive’s death or the termination of the Executive’s employment by virtue of disability, all of the following shall apply:

(i) the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will continue to provide such additional continuing benefits (including without limitation life insurance benefits) as the Executive and his dependents would have been entitled to under this Agreement, as on a monthly basis for a period of eighteen (18) months after the termination, and the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall be entitled to receive the Executive’s Annual Salary and other benefits that are earned and accrued under this Agreement prior to the date of termination, the Executive’s Earned and Accrued Bonuses, vesting of or lapsing of any forfeiture restrictions on any Equity Compensation as provided in clause (ii) below, reimbursement under this Agreement for expenses incurred prior to the date of such termination; and an additional amount equal to one (1) year of the Executive’s then-current Annual Salary plus an amount equal to the annual cash bonus under the Bonus Plan for the year in which his death or disability occurs based on the then-current annual cash bonus target level under the Bonus Plan for such year, or if no target level has been established for that year, based on the initial target level specified on Attachment A; provided, that in no event shall such amount be less than the annual cash bonus (if any) earned by the Executive for the prior year, provided further, that if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), if any deferral is required, shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death, if a delay in payment is required to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period). If no deferral is required pursuant to the preceding sentence, the payment will be made within five (5) business days after the date of termination.

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(ii) all of the Equity Compensation previously awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions, as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and all forfeiture restrictions shall immediately lapse (treating any applicable performance criteria as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof; and

(iii) this Agreement shall otherwise terminate and there shall be no further rights with respect to the Executive hereunder except for the surviving provisions of this Agreement as provided in Section 7.15. The payments to be made in this Section 4.1(c) shall be in addition to, rather than in lieu of, the entitlement of Executive or his estate to any other insurance or benefit proceeds as a result of his death or disability.

4.2 Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred:

(a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony or misdemeanor which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws);

(b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude (which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months;

(c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder;

(d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder;

(e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or

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(f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder.

Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause.

If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.3 Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon sixty (60) days prior written notice to the Executive. If the Company terminates the Executive’s employment without the occurrence of any of the events constituting Cause and the termination is not due to the Executive’s death or disability or is not a Non-Renewal, then the termination by the Company is without Cause. If the Company terminates the Executive’s employment without Cause, then the Severance Package provisions of Section 5 shall apply, and this Agreement shall otherwise terminate and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.4 Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his

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duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (ii) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (iii) the Executive has not notified the Company of his intention to resign from his position of Chief Executive Officer of the Company;

(b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board;

(c) the occurrence of any of the following: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board;

(d) any reduction of the Executive’s Annual Salary;

(e) the Company’s material breach of this Agreement; or

(f) a determination by the Company to relocate its corporate headquarters to a new location that is more than fifty (50) miles from the current address of the Company’s corporate headquarters in Richmond, Virginia.

Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the three (3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.5 Termination of Employment by the Executive without Good Reason. The Executive may terminate the Executive’s employment with the Company at any time without Good Reason. If the Executive terminates his employment without the occurrence of any of the events constituting “Good Reason” and the termination is not due to the Executive’s death or disability, then the termination by the Executive is without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive shall have no right to receive any compensation or benefit hereunder on and after the

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effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.6 Termination upon Expiration and Non-Renewal of Agreement. If either the Company or the Executive provides the other party with notice of Non-Renewal in accordance with the provisions of Section 1 and Section 7.6 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement (including Earned and Accrued Bonus, if any) or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon the termination of the Executive’s employment, and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Sections 6 and 7.15.

5. Severance Package for Certain Terminations of Employment. The Executive shall be entitled to certain rights and shall be bound by certain obligations as described in this Section 5 (the “Severance Package”) if the Executive’s employment terminates under either of the following conditions: (y) if the Company terminates the Executive’s employment without Cause, or (z) if the Executive terminates the Executive’s employment for Good Reason. For purposes of this Agreement, the “Severance Package” shall consist of all of the following rights and obligations:

(a) The Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement and under applicable Company benefit plans prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination;

(b) If the Executive signs the general release of claims in favor of the Company in the form set forth in Attachment “B” and the general release becomes irrevocably effective not later than forty-five (45) days of the date of the termination event, the Executive shall also be entitled to all of the following:

(i) a cash payment equal to one and one-half (1.5) times the sum of the Executive’s Annual Salary (as in effect on the effective date of such termination excluding any reduction not permitted by this Agreement), plus the greater of (A) the annual cash bonus most recently earned by the Executive, whether paid or unpaid, and (B) the average annual cash bonus actually paid for the last three full fiscal years (“Average Annual Bonus”), payable in equal installments over the period that corresponds to the period during which the covenants provided in Section 6.2 hereof are to be applicable in accordance with the Company’s usual and customary salary payroll practices. If, at the time of a termination to which this sub-subparagraph b(i) applies (y or z in this section 5 above), at least three full fiscal years have not

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occurred, then to the extent necessary to calculate the Average Annual Bonus for the last three years as set forth above, the target annual cash bonus set forth on Attachment A shall be used for the missing years. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period); and

(ii) for a period of eighteen (18) months after termination of employment, the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will provide such additional continuing health, dental, disability and life insurance benefits applicable to senior executives of the Company generally as the Executive and his dependents would have received under this Agreement (and for such additional benefits, at such costs to the Company, provided that the value of premiums on all primary or supplemental disability policies shall be taxed as income to the Executive) as would have applied in the absence of such termination or expiration (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits), it being expressly understood and agreed that nothing in this clause (b)(ii) shall restrict the ability of the Company to generally amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such reimbursements or coverage after such time as the Executive becomes entitled to receive health benefits from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements);

(iii) all of the Equity Compensation awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and any forfeiture restrictions shall immediately lapse (treating the performance criteria for the year of termination as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof.

Unless delayed pursuant to Section 7.21 of this Agreement, payments due under the Severance Package shall be paid to the Executive (or installment payments shall commence) on the fiftieth (50th) day following the date of the termination event. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder except for surviving provisions of this Agreement as provided in Section 7.15.

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6. Covenants of the Executive.

6.1 General Covenants of the Executive. The Executive acknowledges that (a) the principal business of the Company is the acquisition, development and ownership of multi-family residential properties (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company’s then-overall business, herein being collectively referred to as the “Business”) (for purposes of this Agreement, “Multi-family REIT” shall mean a company that invests in primarily multi-family residential properties and that is qualified as a real estate investment trust for purposes of federal income taxation); (b) the Company knows of a limited number of persons who have developed the Business; (c) the Business is, in part, national in scope; (d) the Executive’s work for the Company and its subsidiaries has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to “trade secrets,” (as defined under the laws of the Commonwealth of Virginia) of the Company and its subsidiaries; (e) the covenants and agreements of the Executive contained in this Section 6.1 are essential to the business and goodwill of the Company; and (f) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6.1.

6.2 Covenant Against Competition. The covenant against competition herein described shall apply as follows:

(a) during the Term;

(b) for a period of eighteen (18) months following a termination of the Executive’s employment by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, after Non-Renewal on the part of the Executive, or upon the Executive’s disability;

(c) for a period of eighteen (18) months following a termination of the Executive’s employment by the Executive for Good Reason;

(d) as to Section 6.2(iii), for a period of eighteen (18) months following a termination of the Executive’s employment for any reason; and

(e) as to Section 6.2(ii) and (iv), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either).

During the time periods described hereinabove, the Executive covenants as follows:

(i) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in: (1) any Multi-family REIT; or (2) other

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financial investment business which owns multi-family residential properties as its primary business if such business is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business as of the date of termination (an “Other Competitive Business”); provided, however, that, notwithstanding the foregoing, (i) the restriction described in clause (1) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Multi-family REIT the shares of which are traded on a national securities exchange, (ii) the restriction described in clause (2) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Other Competitive Business that has assets in excess of Eight Hundred Million and No/00 Dollars ($800,000,000), (iii) with the express written consent of the Board as to each such entity, the Executive may, solely for investment purposes and without participating in the business thereof actively or passively, directly or indirectly, own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of, or served as a consultant to prior to the Effective Date, which ownership, management, participation or consulting relationship has been disclosed to the Company; and (iv) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity.

(ii) Except in connection with the business and affairs of the Company and its affiliates: the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, all confidential matters relating to the Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company’s or its affiliates’ (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; (v) was legally in the possession of or developed by the Executive prior to the Effective Date; or (vi) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, “affiliate” means, with respect to the Company, any person, partnership, corporation or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as now in effect or as hereafter amended.

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(iii) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or knowingly encourage to leave the employment or other service of the Company or any of its affiliates, any employee employed by the Company at the time of the termination thereof or knowingly hire (on behalf of the Executive or any other person or entity) any employee employed by the Company at the time of the termination who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates; or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). Notwithstanding the above, nothing shall prevent the Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with the operations of the Business. Advertising to fill employment openings by television, newspaper, Internet or similar general advertising will not be deemed to violate this Section.

(iv) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive during the Term concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. Notwithstanding the above, the Executive’s contacts and contact data base shall not be the Company’s property. Notwithstanding the above, software, methods and material developed by the Executive prior to the Term of the Agreement shall not be the Company’s property.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 6.1 or 6.2 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages). The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. The Company has the right to cease making the payments provided as part of the Severance Package in the event of a material breach of any of the Restrictive Covenants. The Company shall be entitled to recover from Executive the costs and attorneys’ fees it incurs to enforce the provisions of this section.

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7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement and that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Duration and Scope of Covenants. If any court or other decision maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7.3 Arbitration. Except with respect to any claims or disputes arising from or relating to the Restrictive Covenants or arising after a Change in Control, any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in Richmond, Virginia in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). The Company and the Executive will each select an arbitrator, and a third arbitrator will be selected jointly by the arbitrators selected by the Company and the Executive within 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Company and the Executive are unable to agree on a third arbitrator within that period, then either the Company or the Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principle issues in dispute and will be independent of the Company and the Executive. To the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, the Company will pay all expenses (including the reasonable expenses of the Executive, including his reasonable legal fees, if the Executive is the prevailing party in such arbitration) incurred in connection with arbitration and the fees and expenses of the arbitrators and will advance such expenses from time to time as required. Except as may otherwise be agreed in writing by the parties or as ordered by the arbitrators upon substantial justification shown, the hearing for the dispute will be held within 60 days of submission of the dispute to arbitration. The arbitrators will render their final award within 30 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrators. The arbitrators will state the factual and legal basis for the award. The decision of the arbitrators will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective.

7.4 Attorneys’ Fees. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, the Company, to the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, shall indemnify the Executive for the Executive’s reasonable attorneys’ fees and disbursements incurred in such litigation if the Executive is the prevailing party in such litigation.

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7.5 Notices. Any notice, consent or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice, consent or other communication shall be deemed given when so delivered personally, delivered by overnight courier, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

(a)    If to the Company, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Board of Directors c/o Secretary

Fax: (804)-237-1345

Email: JFigueiredo@atareit.com

with copies, in the case of notice, to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

and

Goulston & Storrs PC

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

(b)    If to the Executive, to:

Stanley J. Olander, Jr.

15

with a copy in either case to:

S. Brian Farmer

Hirschler Fleischer

2100 East Cary Street

Richmond, Virginia 23223-7078

Fax: 804-644-0957

Email: bfarmer@hf-law.com

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.6 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.7 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Subject to the parties’ obligations under Section 7.4, the Executive and the Company each hereby expressly consents to the exclusive venue and jurisdiction of the state and federal courts located in Richmond, Virginia, for any lawsuit arising from or relating to this Agreement.

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Company (except to an affiliate of the Company, in which event the Company shall remain liable if the affiliate fails to meet any of the Company’s obligations hereunder, including without limitation to provide the employment opportunities offered hereby and to make payments or provide benefits or otherwise) or by the Executive. In the event that the Executive consents to the assignment of this Agreement to a successor in interest of the Company upon a Change in Control, such consent shall not be deemed to waive or diminish the Executive’s rights under Section 3.8.

7.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is

16

required relating to the vesting in or delivery of any Equity Compensation, the Company shall have the right to require such payments from the Executive or withhold such amounts from other payments due to the Executive from the Company or any affiliate, or to withhold such Equity Compensation that would otherwise have been issued to the Executive. The Executive shall have the right to elect, in his discretion, the manner in which such payments shall be made or withheld. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.11 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.13 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.14 Survival. The rights and obligations of the parties under this Agreement, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. The Company’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Company. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person.

7.15 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.17 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Tax Code,

17

then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.18) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.18 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Tax Code.

7.18 Indemnification; Directors and Officer’s Insurance. The Executive shall be entitled to indemnification in all instances in which the Executive is acting within the scope of his authority to the fullest extent permitted by applicable law and not prohibited by the Company’s charter and bylaws, from and against any damages or liabilities, including reasonable attorney’s fees; provided, however, that the Executive shall not be entitled to indemnification for damages or liabilities which result from or arise out of the Executive’s willful misconduct or gross negligence. During the Term, the Company will maintain directors’ and officers’ liability insurance in a coverage amount of not less than Ten Million and No/00 Dollars ($10,000,000) unless Executive’s termination is for Cause, and if the policy is issued on a “claims made” basis, the Company will provide a “tail policy” covering Executive in the same amount for at least three (3) years following the Term.

7.19 409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement.

(a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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(b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

7.20 Expenses. The Company agrees to reimburse the Executive for legal fees and expenses incurred by him in the review and negotiation of this Agreement, not to exceed Eight Thousand Dollars ($8,000).

[Signature page follows.]

19

IN WITNESS WHEREOF, the parties hereto have signed their names to this Employment Agreement as of the day and year set forth below.

		COMPANY:
		APARTMENT TRUST OF AMERICA, INC., a Maryland corporation:
Date: August 3, 2012		By:	/s/ Stanley J. Olander
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer and Chairman of the Board
	EXECUTIVE:
	STANLEY J. OLANDER, JR.
Date: August 3, 2012	/s/ Stanley J. Olander
	Signature

Signature Page to Olander Employment Agreement

ATTACHMENT “A”

to

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Stanley J. Olander, Jr.)

1. Annual Cash Bonus Compensation. Executive shall be eligible to participate in the Company’s Bonus Plan during the term of this Agreement. Executive’s bonus will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial target cash bonus under the Company’s Bonus plan shall be equal to 100% of the Executive’s Annual Salary.

For purpose of the Annual Bonus, Annual Salary means the Annual Salary paid to the Executive during the calendar or portion of the calendar year covered by the bonus. Any bonus compensation in excess of 100% of Executive’s Annual Salary may be paid, in whole or in part, at the option of the Executive, in shares of the Company’s common stock. Executive’s performance criteria shall be established annually by the Compensation Committee. For each fiscal year, Executive’s bonus, if any, will be paid to Executive in a lump sum on or before seventy five (75) days after the end of such fiscal year.

2. Equity Compensation. Executive shall be eligible to participate in any Company Incentive Plan during the term of this Agreement. Equity Compensation awards under any Company Incentive Plan will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial annual Equity Compensation award target shall be an LTIP award under the 2012 LTIP Plan in an amount equal to 100% of the Executive’s Salary, subject to such vesting or forfeiture restrictions as the Compensation Committee shall determine.

For each fiscal year, Executive’s Equity Compensation, if any, will be granted to Executive on or before seventy five (75) days after the end of such fiscal year.

A-1

ATTACHMENT “B”

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Stanley J. Olander, Jr.)

General Release of Claims

Consistent with Section 5 of the Employment Agreement dated                 , 2012, between Apartment Trust of America, Inc. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Except as otherwise expressly provided above, this General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any comparable Virginia law, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as

B-1

amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons released herein.

I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by the Company to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform the Company by delivering a written notice of revocation to the Company’s Director of Human Resources,                     , no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety and the Company shall be relieved of all obligations to make the portion of the Severance Package described in Section 5(b) of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel.

AGREED:
[Form of Agreement Only – Do Not Execute]
	Date

B-2

EX-10.29

Exhibit 10.29

EXECUTION COPY

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Gustav G. Remppies)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (hereinafter referred to as the “Company”), and GUSTAV G. REMPPIES (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.

WHEREAS, the Company has terminated the Advisory Agreement between the Company and its former external advisor and, as a result, has determined to internalize its management; and

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer, on the terms set forth below.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive and the Executive hereby accepts such employment for an initial term commencing as of August 3, 2012 (the “Effective Date”) and ending on December 31, 2016, unless sooner terminated in accordance with the provisions of Section 4 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one (1) year renewals unless notice of non-renewal is provided between the parties in accordance with the notice provisions of Section 7.6, as follows (if elected by the Executive or the Company, a “Non-Renewal”): (a) if elected by the Executive, the Executive will notify the Company of the Non-Renewal at least ninety (90) days prior to the end of any such Term, or (b) if elected by the Company, the Company will notify the Executive of the Non-Renewal at least one-hundred-eighty (180) days prior to the end of any such Term.

2. Duties. The Executive, in his capacity as President and Chief Investment Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the offices of President and Chief Investment Officer as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal

investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $250,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased from time to time by an amount and on such conditions as may be approved by the Board or the Compensation Committee of the Board (the “Compensation Committee”), and upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary. The Executive’s Annual Salary shall be reviewed at least annually by the Board or the Compensation Committee. Annual Salary will be paid in monthly or bi-monthly installments as determined by the Board, and no Annual Salary will be paid later than 75 days after the conclusion of any calendar year in which such Annual Salary is deemed earned and payable to the Executive.

3.2 Cash and Equity Bonus Compensation; Initial Awards.

(a) The Executive will be eligible to participate in the Company’s annual bonus program (the “Bonus Plan”) for cash bonus compensation. The initial annual cash bonus target for the Executive under the Bonus Plan is described on Attachment A. Additionally, the Executive will be eligible to participate in the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Other Equity-Based Award Plan, as amended (the “2012 LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”).The initial Equity Compensation target for the Executive is set forth on Attachment A. The terms of the Bonus Plan, any Company Incentive Plan and the terms of any awards made under any of them will be subject to the approval of the Compensation Committee.

(b) Immediately following the Effective Date of this Agreement, the Company will grant the Executive 147,040 LTIP Units under the 2012 LTIP Plan. These LTIP Units will be fully vested upon grant. Furthermore, immediately following the closing of the Company’s acquisition of the Andros Isles property (projected to occur in the third quarter of 2012), the Company will grant the Executive an additional 27,607 LTIP Units under the 2012 LTIP Plan, which will be fully vested upon grant.

3.3 Benefits – In General. During the Term, the Executive will be entitled to all employee benefits and perquisites made available to senior executives of the Company, including, without limitation, group medical, dental, vision, life insurance, long-term disability insurance, retirement, pension, 401(k) savings plans and/or prescription drug plan coverage,

subject to the condition that the Executive is eligible for participation in any such plans. The Company shall pay 100% of the premium cost of the Company’s health insurance coverage provided to the Executive (and the Executive’s dependents, if applicable) by the Company from time to time. Nothing contained in this Agreement will prevent the Company from terminating plans, changing carriers or effecting modifications in employee benefits coverage for the Executive as long as such modifications affect all similarly situated senior executives of the Company.

3.4 Paid Time Off. The Executive shall be entitled to twenty-five (25) days of paid time off per calendar year, plus Company-scheduled holidays. Fifty percent (50%) of any unused paid time-off will be forfeited at the end of the calendar year.

3.5 Disability Benefits and Life Insurance. Executive shall receive the disability benefits and group life insurance benefits applicable to senior executives at the Company. To the extent the Company’s group life and disability insurance plans do not provide this level of benefits, the Executive shall be entitled to additional benefits so that his long-term disability coverage provides benefits (to continue for such period as is provided in the applicable disability plan or program, as amended from time to time, and with waiting periods and pre-existing condition exceptions waived to the extent such coverage is available on commercially reasonable terms) equal to sixty-six and two-thirds percent (66 2/3 %) of his Annual Salary in the case of a covered disability, and life insurance coverage with a face amount equal to $1,000,000. Premiums on all primary or supplemental disability policies provided by the Company under this Agreement shall be paid by the Company, provided that the value of such premiums shall be taxed as income to the Executive.

3.6 [Reserved]

3.7 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred and, in the case of reimbursement, actually paid by the Executive during the Term in connection with the performance of the Executive’s services under this Agreement, provided that the Executive shall submit such expenses in accordance with the policies applicable to senior executives of the Company generally.

3.8 Earned and Accrued Bonus. For purposes of this Agreement, with respect to “Earned and Accrued Bonus” payments to be made to the Executive in connection with the termination of his employment, cash bonus payments and Equity Compensation awards shall be deemed to be “earned and accrued” (a) if the Executive is employed with the Company as of the date of the last day of the period for which a bonus payment shall be made or for which Equity Compensation is vested, if the Executive is employed with the Company as of the date such vested award or vesting is scheduled to occur; and (b) to the extent that the criteria or performance goals for determining the amount of such payment or award are objective and measurable criteria, and such objective and measurable criteria have been satisfied or achieved. Earned and Accrued Bonus specifically includes, without limitation, any cash payments payable to Executive under the Bonus Plan and any Equity Compensation that is awarded and vested. A prorated portion of the annual cash bonus under the Bonus Plan will be paid in accordance with the termination provisions of this Agreement.

3.9 Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), all Equity Compensation awarded to the Executive under this Agreement, to the extent not vested as of the date of the Change in Control or to the extent that any such award is subject to forfeiture restrictions as of the date of the Change in Control, shall, be deemed vested and all forfeiture restrictions shall lapse (treating any applicable performance criteria as fully satisfied). Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.

4. Termination of Employment. The Company may terminate the Executive’s employment for any reason or for no reason and with or without Cause (as defined herein below). The Executive may terminate the Executive’s employment with the Company for Good Reason (as defined herein below) or without Good Reason. The Company or the Executive may terminate the Executive’s employment upon the Executive’s disability as provided in Section 4.1, or by Non-Renewal. The survival provisions of this Agreement described at Section 7.15 contemplate without limitation that upon the termination his employment the Executive shall be subject to the provisions of the Covenant Against Competition set forth in Section 6.2.

4.1 Termination upon the Executive’s Death or Disability.

(a) If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided in this Section 4.1 and except for the surviving provisions of this Agreement as described at Section 7.15.

(b) If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under a competitive plan as reasonably determined by the Compensation Committee), the Company or the Executive shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment in accordance with this Section 4.1(b) if, (i) in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has resumed his duties on a regular full-time basis.

(c) Upon the Executive’s death or the termination of the Executive’s employment by virtue of disability, all of the following shall apply:

(i) the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the

Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will continue to provide such additional continuing benefits (including without limitation life insurance benefits) as the Executive and his dependents would have been entitled to under this Agreement, as on a monthly basis for a period of eighteen (18) months after the termination, and the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall be entitled to receive the Executive’s Annual Salary and other benefits that are earned and accrued under this Agreement prior to the date of termination, the Executive’s Earned and Accrued Bonuses, vesting of or lapsing of any forfeiture restrictions on any Equity Compensation as provided in clause (ii) below, reimbursement under this Agreement for expenses incurred prior to the date of such termination; and an additional amount equal to one (1) year of the Executive’s then-current Annual Salary plus an amount equal to the annual cash bonus under the Bonus Plan for the year in which his death or disability occurs based on the then-current annual cash bonus target level under the Bonus Plan for such year, or if no target level has been established for that year, based on the initial target level specified on Attachment A; provided, that in no event shall such amount be less than the annual cash bonus (if any) earned by the Executive for the prior year, provided further, that if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), if any deferral is required, shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death, if a delay in payment is required to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period). If no deferral is required pursuant to the preceding sentence, the payment will be made within five (5) business days after the date of termination.

(ii) all of the Equity Compensation previously awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions, as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and all forfeiture restrictions shall immediately lapse (treating any applicable performance criteria as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof; and

(iii) this Agreement shall otherwise terminate and there shall be no further rights with respect to the Executive hereunder except for the surviving provisions of this Agreement as provided in Section 7.15. The payments to be made in this Section 4.1(c) shall be in addition to, rather than in lieu of, the entitlement of Executive or his estate to any other insurance or benefit proceeds as a result of his death or disability.

4.2 Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred:

(a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony or misdemeanor which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws);

(b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude(which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months;

(c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder;

(d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder;

(e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or

(f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder.

Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause.

If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.3 Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon sixty (60) days prior written notice to the Executive. If the Company terminates the Executive’s employment without the occurrence of any of the events constituting Cause and the termination is not due to the Executive’s death or disability or is not a Non-Renewal, then the termination by the Company is without Cause. If the Company terminates the Executive’s employment without Cause, then the Severance Package provisions of Section 5 shall apply, and this Agreement shall otherwise terminate and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.4 Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment);

(b) [Reserved]

(c) [Reserved]

(d) any reduction of the Executive’s Annual Salary;

(e) the Company’s material breach of this Agreement; or

(f) a determination by the Company to relocate its corporate headquarters to a new location that is more than fifty (50) miles from the current address of the Company’s corporate headquarters in Richmond, Virginia.

Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the three (3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.5 Termination of Employment by the Executive without Good Reason. The Executive may terminate the Executive’s employment with the Company at any time without Good Reason. If the Executive terminates his employment without the occurrence of any of the events constituting “Good Reason” and the termination is not due to the Executive’s death or disability, then the termination by the Executive is without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.6 Termination upon Expiration and Non-Renewal of Agreement. If either the Company or the Executive provides the other party with notice of Non-Renewal in accordance with the provisions of Section 1 and Section 7.6 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement (including Earned and Accrued Bonus, if any) or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon the termination of the Executive’s employment, and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Sections 6 and 7.15.

5. Severance Package for Certain Terminations of Employment. The Executive shall be entitled to certain rights and shall be bound by certain obligations as described in this Section 5 (the “Severance Package”) if the Executive’s employment terminates under either of the following conditions: (y) if the Company terminates the Executive’s employment without Cause, or (z) if the Executive terminates the Executive’s employment for Good Reason. For purposes of this Agreement, the “Severance Package” shall consist of all of the following rights and obligations:

(a) The Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement and under applicable Company benefit plans prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination;

(b) If the Executive signs the general release of claims in favor of the Company in the form set forth in Attachment “B” and the general release becomes irrevocably effective not later than forty-five (45) days of the date of the termination event, the Executive shall also be entitled to all of the following:

(i) a cash payment equal to one and one-half (1.5) times the sum of the Executive’s Annual Salary (as in effect on the effective date of such termination excluding any reduction not permitted by this Agreement), plus the greater of (A) the annual cash bonus most recently earned by the Executive, whether paid or unpaid, and (B) the average annual cash bonus actually paid for the last three full fiscal years (“Average Annual Bonus”), payable in equal installments over the period that corresponds to the period during which the covenants provided in Section 6.2 hereof are to be applicable in accordance with the Company’s usual and customary salary payroll practices. If, at the time of a termination to which this sub-subparagraph b(i) applies (y or z in this section 5 above), at least three full fiscal years have not occurred, then to the extent necessary to calculate the Average Annual Bonus for the last three years as set forth above, the target annual cash bonus set forth on Attachment A shall be used for the missing years. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period); and

(ii) for a period of eighteen (18) months after termination of employment, the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will provide such additional continuing health, dental, disability and life insurance benefits applicable to senior executives of the Company generally as the Executive and his dependents would have received under this Agreement (and for such additional benefits, at such costs to the Company, provided that the value of premiums on all primary or supplemental disability policies shall be taxed as income to the Executive) as would have applied in the absence of such termination or expiration (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits), it being expressly understood and agreed that nothing in this clause (b)(ii) shall restrict the ability of the Company to generally amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such reimbursements or coverage after such time as the Executive becomes entitled to receive health benefits from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements);

(iii) all of the Equity Compensation awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and any forfeiture restrictions shall immediately lapse (treating the performance criteria for the year of termination as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of

Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof.

Unless delayed pursuant to Section 7.21 of this Agreement, payments due under the Severance Package shall be paid to the Executive (or installment payments shall commence) on the fiftieth (50th) day following the date of the termination event. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder except for surviving provisions of this Agreement as provided in Section 7.15.

6. Covenants of the Executive.

6.1 General Covenants of the Executive. The Executive acknowledges that (a) the principal business of the Company is the acquisition, development and ownership of multi-family residential properties (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company’s then-overall business, herein being collectively referred to as the “Business”) (for purposes of this Agreement, “Multi-family REIT” shall mean a company that invests in primarily multi-family residential properties and that is qualified as a real estate investment trust for purposes of federal income taxation); (b) the Company knows of a limited number of persons who have developed the Business; (c) the Business is, in part, national in scope; (d) the Executive’s work for the Company and its subsidiaries has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to “trade secrets,” (as defined under the laws of the Commonwealth of Virginia) of the Company and its subsidiaries; (e) the covenants and agreements of the Executive contained in this Section 6.1 are essential to the business and goodwill of the Company; and (f) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6.1.

6.2 Covenant Against Competition. The covenant against competition herein described shall apply as follows:

(a) during the Term;

(b) for a period of eighteen (18) months following a termination of the Executive’s employment by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, after Non-Renewal on the part of the Executive, or upon the Executive’s disability;

(c) for a period of eighteen (18) months following a termination of the Executive’s employment by the Executive for Good Reason;

(d) as to Section 6.2(iii),for a period of eighteen (18) months following a termination of the Executive’s employment for any reason; and

(e) as to Section 6.2(ii) and (iv), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either).

During the time periods described hereinabove, the Executive covenants as follows:

(i) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in: (1) any Multi-family REIT; or (2) other financial investment business which owns multi-family residential properties as its primary business if such business is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business as of the date of termination (an “Other Competitive Business”); provided, however, that, notwithstanding the foregoing, (i) the restriction described in clause (1) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Multi-family REIT the shares of which are traded on a national securities exchange, (ii) the restriction described in clause (2) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Other Competitive Business that has assets in excess of Eight Hundred Million and No/00 Dollars ($800,000,000), (iii) with the express written consent of the Board as to each such entity, the Executive may, solely for investment purposes and without participating in the business thereof actively or passively, directly or indirectly, own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of, or served as a consultant to prior to the Effective Date, which ownership, management, participation or consulting relationship has been disclosed to the Company; and (iv) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity.

(ii) Except in connection with the business and affairs of the Company and its affiliates: the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, all confidential matters relating to the Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company’s or its affiliates’ (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; (v) was legally in the possession of or developed by the Executive prior to the Effective Date; or (vi)

is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, “affiliate” means, with respect to the Company, any person, partnership, corporation or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as now in effect or as hereafter amended.

(iii) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or knowingly encourage to leave the employment or other service of the Company or any of its affiliates, any employee employed by the Company at the time of the termination thereof or knowingly hire (on behalf of the Executive or any other person or entity) any employee employed by the Company at the time of the termination who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates; or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). Notwithstanding the above, nothing shall prevent the Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with the operations of the Business. Advertising to fill employment openings by television, newspaper, Internet or similar general advertising will not be deemed to violate this Section.

(iv) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive during the Term concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. Notwithstanding the above, the Executive’s contacts and contact data base shall not be the Company’s property. Notwithstanding the above, software, methods and material developed by the Executive prior to the Term of the Agreement shall not be the Company’s property.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 6.1 or 6.2 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages). The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise,

shall not constitute a defense to the enforcement of the Restrictive Covenants. The Company has the right to cease making the payments provided as part of the Severance Package in the event of a material breach of any of the Restrictive Covenants. The Company shall be entitled to recover from Executive the costs and attorneys’ fees it incurs to enforce the provisions of this section.

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement and that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Duration and Scope of Covenants. If any court or other decision maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7.3 Arbitration. Except with respect to any claims or disputes arising from or relating to the Restrictive Covenants or arising after a Change in Control, any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in Richmond, Virginia in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). The Company and the Executive will each select an arbitrator, and a third arbitrator will be selected jointly by the arbitrators selected by the Company and the Executive within 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Company and the Executive are unable to agree on a third arbitrator within that period, then either the Company or the Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principle issues in dispute and will be independent of the Company and the Executive. To the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, the Company will pay all expenses (including the reasonable expenses of the Executive, including his reasonable legal fees, if the Executive is the prevailing party in such arbitration) incurred in connection with arbitration and the fees and expenses of the arbitrators and will advance such expenses from time to time as required. Except as may otherwise be agreed in writing by the parties or as ordered by the arbitrators upon substantial justification shown, the hearing for the dispute will be held within 60 days of submission of the dispute to arbitration. The arbitrators will render their final award within 30 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrators. The arbitrators will state the factual and legal basis for the award. The decision of the arbitrators will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective.

7.4 Attorneys’ Fees. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, the Company, to the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, shall indemnify the Executive for the Executive’s reasonable attorneys’ fees and disbursements incurred in such litigation if the Executive is the prevailing party in such litigation.

7.5 Notices. Any notice, consent or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice, consent or other communication shall be deemed given when so delivered personally, delivered by overnight courier, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

(a) If to the Company, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Chief Executive Officer

Fax: (804) 237-1345

Email: jolander@atareit.com

with copies, in the case of notice, to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

and

Goulston & Storrs PC

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

(b) If to the Executive, to:

Gustav G. Remppies

Fax:

Email:

with a copy in either case to:

S. Brian Farmer

Hirschler Fleischer

2100 East Cary Street

Richmond, Virginia 23223-7078

Fax: 804-644-0957

Email:bfarmer@hf-law.com

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.6 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.7 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Subject to the parties’ obligations under Section 7.4, the Executive and the Company each hereby expressly consents to the exclusive venue and jurisdiction of the state and federal courts located in Richmond, Virginia, for any lawsuit arising from or relating to this Agreement.

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Company (except to an affiliate of the Company, in which event the Company shall remain liable if the affiliate fails to meet any of the Company’s obligations hereunder, including without limitation to provide the employment opportunities offered hereby and to make payments or provide benefits or otherwise) or by the Executive. In the event that the Executive consents to the assignment of this Agreement to a successor in interest of the Company upon a Change in Control, such consent shall not be deemed to waive or diminish the Executive’s rights under Section 3.8.

7.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is

required relating to the vesting in or delivery of any Equity Compensation, the Company shall have the right to require such payments from the Executive or withhold such amounts from other payments due to the Executive from the Company or any affiliate, or to withhold such Equity Compensation that would otherwise have been issued to the Executive. The Executive shall have the right to elect, in his discretion, the manner in which such payments shall be made or withheld. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.11 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.13 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.14 Survival. The rights and obligations of the parties under this Agreement, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. The Company’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Company. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person.

7.15 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.17 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Tax Code,

then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.18) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.18 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Tax Code.

7.18 Indemnification; Directors and Officer’s Insurance. The Executive shall be entitled to indemnification in all instances in which the Executive is acting within the scope of his authority to the fullest extent permitted by applicable law and not prohibited by the Company’s charter and bylaws, from and against any damages or liabilities, including reasonable attorney’s fees; provided, however, that the Executive shall not be entitled to indemnification for damages or liabilities which result from or arise out of the Executive’s willful misconduct or gross negligence. During the Term, the Company will maintain directors’ and officers’ liability insurance in a coverage amount of not less than Ten Million and No/00 Dollars ($10,000,000) unless Executive’s termination is for Cause, and if the policy is issued on a “claims made” basis, the Company will provide a “tail policy” covering Executive in the same amount for at least three (3) years following the Term.

7.19 409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement.

(a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

7.20 Expenses. The Company agrees to reimburse the Executive for legal fees and expenses incurred by him in the review and negotiation of this Agreement, not to exceed Three Thousand Dollars ($3,000).

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have signed their names to this Employment Agreement as of the day and year set forth below.

	COMPANY:
	APARTMENT TRUST OF AMERICA, INC., a Maryland corporation:
Date: August 3, 2012	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer and Chairman of the Board
	EXECUTIVE:
	GUSTAV G. REMPPIES
Date: August 3, 2012	/s/ Gustav G. Remppies
	Signature

ATTACHMENT “A”

to

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Gustav G. Remppies)

1. Annual Cash Bonus Compensation. Executive shall be eligible to participate in the Company’s Bonus Plan during the term of this Agreement. Executive’s bonus will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial target cash bonus under the Company’s Bonus plan shall be equal to 100% of the Executive’s Annual Salary.

For purpose of the Annual Bonus, Annual Salary means the Annual Salary paid to the Executive during the calendar or portion of the calendar year covered by the bonus. Any bonus compensation in excess of 100% of Executive’s Annual Salary may be paid, in whole or in part, at the option of the Executive, in shares of the Company’s common stock. Executive’s performance criteria shall be established annually by the Compensation Committee. For each fiscal year, Executive’s bonus, if any, will be paid to Executive in a lump sum on or before seventy five (75) days after the end of such fiscal year.

2. Equity Compensation. Executive shall be eligible to participate in any Company Incentive Plan during the term of this Agreement. Equity Compensation awards under any Company Incentive Plan will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial annual Equity Compensation award target shall be an LTIP award under the 2012 LTIP Plan in an amount equal to 100% of the Executive’s Salary, subject to such vesting or forfeiture restrictions as the Compensation Committee shall determine.

For each fiscal year, Executive’s Equity Compensation, if any, will be granted to Executive on or before seventy five (75) days after the end of such fiscal year.

ATTACHMENT “B”

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Gustav G. Remppies)

General Release of Claims

Consistent with Section 5 of the Employment Agreement dated             , 2012, between Apartment Trust of America, Inc. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Except as otherwise expressly provided above, this General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any comparable Virginia law, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as

amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons released herein.

I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by the Company to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform the Company by delivering a written notice of revocation to the Company’s Director of Human Resources,             , no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety and the Company shall be relieved of all obligations to make the portion of the Severance Package described in Section 5(b) of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel.

AGREED:
[Form of Agreement Only - Do Not Execute]
	Date

EX-10.30

Exhibit 10.30

EXECUTION COPY

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(B. Mechelle Lafon)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (hereinafter referred to as the “Company”), and B. MECHELLE LAFON (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.

WHEREAS, the Company has terminated the Advisory Agreement between the Company and its former external advisor and, as a result, has determined to internalize its management; and

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer, on the terms set forth below.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive and the Executive hereby accepts such employment for an initial term commencing as of August 3, 2012 (the “Effective Date”) and ending on December 31, 2016, unless sooner terminated in accordance with the provisions of Section 4 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one (1) year renewals unless notice of non-renewal is provided between the parties in accordance with the notice provisions of Section 7.6, as follows (if elected by the Executive or the Company, a “Non-Renewal”): (a) if elected by the Executive, the Executive will notify the Company of the Non-Renewal at least ninety (90) days prior to the end of any such Term, or (b) if elected by the Company, the Company will notify the Executive of the Non-Renewal at least one-hundred-eighty (180) days prior to the end of any such Term.

2. Duties. The Executive, in her capacity as Chief Financial Officer and Treasurer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the offices of Chief Financial Officer and Treasurer (or such other duties permitted by Section4.4(a)) as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more

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boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld.

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a salary at the rate of $125,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased from time to time by an amount and on such conditions as may be approved by the Board or the Compensation Committee of the Board (the “Compensation Committee”), and upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary. The Executive’s Annual Salary shall be reviewed at least annually by the Board or the Compensation Committee. Annual Salary will be paid in monthly or bi-monthly installments as determined by the Board, and no Annual Salary will be paid later than 75 days after the conclusion of any calendar year in which such Annual Salary is deemed earned and payable to the Executive.

3.2 Cash and Equity Bonus Compensation; Initial Awards.

(a) The Executive will be eligible to participate in the Company’s annual bonus program (the “Bonus Plan”) for cash bonus compensation. The manner for determining the initial annual cash bonus target for the Executive under the Bonus Plan is described on Attachment A. Additionally, the Executive will be eligible to participate in the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Other Equity-Based Award Plan, as amended (the “2012 LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”).The manner for determining the initial Equity Compensation target for the Executive is set forth on Attachment A. The terms of the Bonus Plan, any Company Incentive Plan and the terms of any awards made under any of them will be subject to the approval of the Compensation Committee.

(b) [Reserved]

3.3 Benefits — In General. During the Term, the Executive will be entitled to all employee benefits and perquisites made available to senior executives of the Company, including, without limitation, group medical, dental, vision, life insurance, long-term disability insurance, retirement, pension, 401(k) savings plans and/or prescription drug plan coverage, subject to the condition that the Executive is eligible for participation in any such plans. The Company shall pay 100% of the premium cost of the Company’s health insurance coverage

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provided to the Executive (and the Executive’s dependents, if applicable) by the Company from time to time. Nothing contained in this Agreement will prevent the Company from terminating plans, changing carriers or effecting modifications in employee benefits coverage for the Executive as long as such modifications affect all similarly situated senior executives of the Company.

3.4 Paid Time Off. The Executive shall be entitled to twenty-five (25) days of paid time off per calendar year, plus Company-scheduled holidays. Fifty percent (50%) of any unused paid time-off will be forfeited at the end of the calendar year.

3.5 Disability Benefits and Life Insurance. Executive shall receive the disability benefits and group life insurance benefits applicable to senior executives at the Company. To the extent the Company’s group life and disability insurance plans do not provide this level of benefits, the Executive shall be entitled to additional benefits so that her long-term disability coverage provides benefits (to continue for such period as is provided in the applicable disability plan or program, as amended from time to time, and with waiting periods and pre-existing condition exceptions waived to the extent such coverage is available on commercially reasonable terms) equal to sixty-six and two-thirds percent (66 2/3 %) of her Annual Salary in the case of a covered disability, and life insurance coverage with a face amount equal to $1,000,000. Premiums on all primary or supplemental disability policies provided by the Company under this Agreement shall be paid by the Company, provided that the value of such premiums shall be taxed as income to the Executive.

3.6 [Reserved]

3.7 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred and, in the case of reimbursement, actually paid by the Executive during the Term in connection with the performance of the Executive’s services under this Agreement, provided that the Executive shall submit such expenses in accordance with the policies applicable to senior executives of the Company generally.

3.8 Earned and Accrued Bonus. For purposes of this Agreement, with respect to “Earned and Accrued Bonus” payments to be made to the Executive in connection with the termination of her employment, cash bonus payments and Equity Compensation awards shall be deemed to be “earned and accrued” (a) if the Executive is employed with the Company as of the date of the last day of the period for which a bonus payment shall be made or for which Equity Compensation is vested, if the Executive is employed with the Company as of the date such vested award or vesting is scheduled to occur; and (b) to the extent that the criteria or performance goals for determining the amount of such payment or award are objective and measurable criteria, and such objective and measurable criteria have been satisfied or achieved. Earned and Accrued Bonus specifically includes, without limitation, any cash payments payable to Executive under the Bonus Plan and any Equity Compensation that is awarded and vested. A pro rated portion of the annual cash bonus under the Bonus Plan will be paid in accordance with the termination provisions of this Agreement.

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3.9 Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), all Equity Compensation awarded to the Executive under this Agreement, to the extent not vested as of the date of the Change in Control or to the extent that any such award is subject to forfeiture restrictions as of the date of the Change in Control, shall, be deemed vested and all forfeiture restrictions shall lapse (treating any applicable performance criteria as fully satisfied). Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.

4. Termination of Employment. The Company may terminate the Executive’s employment for any reason or for no reason and with or without Cause (as defined herein below). The Executive may terminate the Executive’s employment with the Company for Good Reason (as defined herein below) or without Good Reason. The Company or the Executive may terminate the Executive’s employment upon the Executive’s disability as provided in Section 4.1, or by Non-Renewal. The survival provisions of this Agreement described at Section 7.15 contemplate without limitation that upon the termination her employment the Executive shall be subject to the provisions of the Covenant Against Competition set forth in Section 6.2.

4.1 Termination upon the Executive’s Death or Disability.

(a) If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided in this Section 4.1 and except for the surviving provisions of this Agreement as described at Section 7.15.

(b) If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under a competitive plan as reasonably determined by the Compensation Committee), the Company or the Executive shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment in accordance with this Section 4.1(b) if, (i) in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume her duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has resumed her duties on a regular full-time basis.

(c) Upon the Executive’s death or the termination of the Executive’s employment by virtue of disability, all of the following shall apply:

(i) the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the

4

Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for her dependents), and the Company will continue to provide such additional continuing benefits (including without limitation life insurance benefits) as the Executive and her dependents would have been entitled to under this Agreement, as on a monthly basis for a period of eighteen (18) months after the termination, and the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall be entitled to receive the Executive’s Annual Salary and other benefits that are earned and accrued under this Agreement prior to the date of termination, the Executive’s Earned and Accrued Bonuses, vesting of or lapsing of any forfeiture restrictions on any Equity Compensation as provided in clause (ii) below, reimbursement under this Agreement for expenses incurred prior to the date of such termination; and an additional amount equal to one (1) year of the Executive’s then-current Annual Salary plus an amount equal to the annual cash bonus under the Bonus Plan for the year in which her death or disability occurs based on the then-current annual cash bonus target level under the Bonus Plan for such year, or if no target level has been established for that year, based on the initial target level specified on Attachment A; provided, that in no event shall such amount be less than the annual cash bonus (if any) earned by the Executive for the prior year, provided further, that if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), if any deferral is required, shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following her death, if a delay in payment is required to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period). If no deferral is required pursuant to the preceding sentence, the payment will be made within five (5) business days after the date of termination.

(ii) all of the Equity Compensation previously awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions, as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and all forfeiture restrictions shall immediately lapse (treating any applicable performance criteria as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof; and

(iii) this Agreement shall otherwise terminate and there shall be no further rights with respect to the Executive hereunder except for the surviving provisions of this Agreement as provided in Section 7.15. The payments to be made in this Section 4.1(c) shall be in addition to, rather than in lieu of, the entitlement of Executive or her estate to any other insurance or benefit proceeds as a result of her death or disability.

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4.2 Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred:

(a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony or misdemeanor which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws);

(b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude(which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months;

(c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder;

(d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from her receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder;

(e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that the Executive shall first have thirty (30) days from her receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or

(f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from her receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder.

Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause.

If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

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4.3 Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon sixty (60) days prior written notice to the Executive. If the Company terminates the Executive’s employment without the occurrence of any of the events constituting Cause and the termination is not due to the Executive’s death or disability or is not a Non-Renewal, then the termination by the Company is without Cause. If the Company terminates the Executive’s employment without Cause, then the Severance Package provisions of Section 5 shall apply, and this Agreement shall otherwise terminate and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.4 Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with her position, or a significant adverse alteration of the nature or status of her responsibilities, or a significant adverse alteration of the conditions of her employment), provided that Executive acknowledges that a reassignment to one or more of the positions of Assistant Chief Financial Officer and/or Assistant Treasurer of the Company or substantially equivalent positions (along with the corresponding responsibilities and duties) shall not constitute grounds for termination with Good Reason;

(b) [Reserved]

(c) [Reserved]

(d) any reduction of the Executive’s Annual Salary;

(e) the Company’s material breach of this Agreement; or

(f) a determination by the Company to relocate its corporate headquarters to a new location that is more than fifty (50) miles from the current address of the Company’s corporate headquarters in Richmond, Virginia.

Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the three (3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the

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initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.5 Termination of Employment by the Executive without Good Reason. The Executive may terminate the Executive’s employment with the Company at any time without Good Reason. If the Executive terminates her employment without the occurrence of any of the events constituting “Good Reason” and the termination is not due to the Executive’s death or disability, then the termination by the Executive is without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.6 Termination upon Expiration and Non-Renewal of Agreement. If either the Company or the Executive provides the other party with notice of Non-Renewal in accordance with the provisions of Section 1 and Section 7.6 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement (including Earned and Accrued Bonus, if any) or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon the termination of the Executive’s employment, and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Sections 6 and 7.15.

5. Severance Package for Certain Terminations of Employment. The Executive shall be entitled to certain rights and shall be bound by certain obligations as described in this Section 5 (the “Severance Package”) if the Executive’s employment terminates under either of the following conditions: (y) if the Company terminates the Executive’s employment without Cause, or (z) if the Executive terminates the Executive’s employment for Good Reason. For purposes of this Agreement, the “Severance Package” shall consist of all of the following rights and obligations:

(a) The Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement and under applicable Company benefit plans prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination;

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(b) If the Executive signs the general release of claims in favor of the Company in the form set forth in Attachment “B” and the general release becomes irrevocably effective not later than forty-five (45) days of the date of the termination event, the Executive shall also be entitled to all of the following:

(i) a cash payment equal to one and one-half (1.5) times the sum of the Executive’s Annual Salary (as in effect on the effective date of such termination excluding any reduction not permitted by this Agreement), plus the greater of (A) the annual cash bonus most recently earned by the Executive, whether paid or unpaid, and (B) the average annual cash bonus actually paid for the last three full fiscal years (“Average Annual Bonus”), payable in equal installments over the period that corresponds to the period during which the covenants provided in Section 6.2 hereof are to be applicable in accordance with the Company’s usual and customary salary payroll practices. If, at the time of a termination to which this sub-subparagraph b(i) applies (y or z in this section 5 above), at least three full fiscal years have not occurred, then to the extent necessary to calculate the Average Annual Bonus for the last three years as set forth above, the target annual cash bonus set forth on Attachment A shall be used for the missing years. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period); and

(ii) for a period of eighteen (18) months after termination of employment, the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for her dependents), and the Company will provide such additional continuing health, dental, disability and life insurance benefits applicable to senior executives of the Company generally as the Executive and her dependents would have received under this Agreement (and for such additional benefits, at such costs to the Company, provided that the value of premiums on all primary or supplemental disability policies shall be taxed as income to the Executive) as would have applied in the absence of such termination or expiration (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits), it being expressly understood and agreed that nothing in this clause (b)(ii) shall restrict the ability of the Company to generally amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such reimbursements or coverage after such time as the Executive becomes entitled to receive health benefits from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements);

(iii) all of the Equity Compensation awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions as of the date of the

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termination of the Executive’s employment, shall immediately be deemed vested and any forfeiture restrictions shall immediately lapse (treating the performance criteria for the year of termination as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof.

Unless delayed pursuant to Section 7.21 of this Agreement, payments due under the Severance Package shall be paid to the Executive (or installment payments shall commence) on the fiftieth (50th) day following the date of the termination event. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder except for surviving provisions of this Agreement as provided in Section 7.15.

6. Covenants of the Executive.

6.1 General Covenants of the Executive. The Executive acknowledges that (a) the principal business of the Company is the acquisition, development and ownership of multi-family residential properties (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company’s then-overall business, herein being collectively referred to as the “Business”) (for purposes of this Agreement, “Multi-family REIT” shall mean a company that invests in primarily multi-family residential properties and that is qualified as a real estate investment trust for purposes of federal income taxation); (b) the Company knows of a limited number of persons who have developed the Business; (c) the Business is, in part, national in scope; (d) the Executive’s work for the Company and its subsidiaries has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to “trade secrets,” (as defined under the laws of the Commonwealth of Virginia) of the Company and its subsidiaries; (e) the covenants and agreements of the Executive contained in this Section 6.1 are essential to the business and goodwill of the Company; and (f) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6.1.

6.2 Covenant Against Competition. The covenant against competition herein described shall apply as follows:

(a) during the Term;

(b) for a period of eighteen (18) months following a termination of the Executive’s employment by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, after Non-Renewal on the part of the Executive, or upon the Executive’s disability;

(c) for a period of eighteen (18) months following a termination of the Executive’s employment by the Executive for Good Reason;

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(d) as to Section 6.2(iii),for a period of eighteen (18) months following a termination of the Executive’s employment for any reason;and

(e) as to Section 6.2(ii) and (iv), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either).

During the time periods described hereinabove, the Executive covenants as follows:

(i) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in: (1) any Multi-family REIT; or (2) other financial investment business which owns multi-family residential properties as its primary business if such business is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business as of the date of termination (an “Other Competitive Business”); provided, however, that, notwithstanding the foregoing, (i) the restriction described in clause (1) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Multi-family REIT the shares of which are traded on a national securities exchange, (ii) the restriction described in clause (2) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Other Competitive Business that has assets in excess of Eight Hundred Million and No/00 Dollars ($800,000,000), (iii) with the express written consent of the Board as to each such entity, the Executive may, solely for investment purposes and without participating in the business thereof actively or passively, directly or indirectly, own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of, or served as a consultant to prior to the Effective Date, which ownership, management, participation or consulting relationship has been disclosed to the Company; and (iv) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity.

(ii) Except in connection with the business and affairs of the Company and its affiliates: the Executive shall keep secret and retain in strictest confidence, and shall not use for her benefit or the benefit of others, all confidential matters relating to the Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company’s or its affiliates’ (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information

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which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; (v) was legally in the possession of or developed by the Executive prior to the Effective Date; or (vi) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, “affiliate” means, with respect to the Company, any person, partnership, corporation or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as now in effect or as hereafter amended.

(iii) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or knowingly encourage to leave the employment or other service of the Company or any of its affiliates, any employee employed by the Company at the time of the termination thereof or knowingly hire (on behalf of the Executive or any other person or entity) any employee employed by the Company at the time of the termination who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates; or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). Notwithstanding the above, nothing shall prevent the Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with the operations of the Business. Advertising to fill employment openings by television, newspaper, Internet or similar general advertising will not be deemed to violate this Section.

(iv) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive during the Term concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. Notwithstanding the above, the Executive’s contacts and contact data base shall not be the Company’s property. Notwithstanding the above, software, methods and material developed by the Executive prior to the Term of the Agreement shall not be the Company’s property.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by her of any of the provisions of Sections 6.1 or 6.2 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without

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limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages). The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. The Company has the right to cease making the payments provided as part of the Severance Package in the event of a material breach of any of the Restrictive Covenants. The Company shall be entitled to recover from Executive the costs and attorneys’ fees it incurs to enforce the provisions of this section.

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement and that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Duration and Scope of Covenants. If any court or other decision maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7.3 Arbitration. Except with respect to any claims or disputes arising from or relating to the Restrictive Covenants or arising after a Change in Control, any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in Richmond, Virginia in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). The Company and the Executive will each select an arbitrator, and a third arbitrator will be selected jointly by the arbitrators selected by the Company and the Executive within 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Company and the Executive are unable to agree on a third arbitrator within that period, then either the Company or the Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principle issues in dispute and will be independent of the Company and the Executive. To the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, the Company will pay all expenses (including the reasonable expenses of the Executive, including her reasonable legal fees, if the Executive is the prevailing party in such arbitration) incurred in connection with arbitration and the fees and expenses of the arbitrators and will advance such expenses from time to time as required. Except as may otherwise be agreed in writing by the parties or as ordered by the arbitrators upon substantial justification shown, the hearing for the dispute will be held within 60 days of

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submission of the dispute to arbitration. The arbitrators will render their final award within 30 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrators. The arbitrators will state the factual and legal basis for the award. The decision of the arbitrators will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective.

7.4 Attorneys’ Fees. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, the Company, to the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, shall indemnify the Executive for the Executive’s reasonable attorneys’ fees and disbursements incurred in such litigation if the Executive is the prevailing party in such litigation.

7.5 Notices. Any notice, consent or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice, consent or other communication shall be deemed given when so delivered personally, delivered by overnight courier, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

(a) If to the Company, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Chief Executive Officer

Fax: (804) 237-1345

Email: jolander@atareit.com

with copies, in the case of notice, to:

Hunton& Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

and

Goulston & Storrs PC

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

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(b) If to the Executive, to:

B. Mechelle Lafon

Fax:

Email:

with a copy in either case to:

S. Brian Farmer

Hirschler Fleischer

2100 East Cary Street

Richmond, Virginia 23223-7078

Fax: 804-644-0957

Email: bfarmer@hf-law.com

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.6 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.7 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Subject to the parties’ obligations under Section 7.4, the Executive and the Company each hereby expressly consents to the exclusive venue and jurisdiction of the state and federal courts located in Richmond, Virginia, for any lawsuit arising from or relating to this Agreement.

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Company (except to an affiliate of the Company, in which event the Company shall remain liable if the affiliate fails to meet any of the Company’s obligations hereunder, including without limitation to provide the employment opportunities offered hereby and to make

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payments or provide benefits or otherwise) or by the Executive. In the event that the Executive consents to the assignment of this Agreement to a successor in interest of the Company upon a Change in Control, such consent shall not be deemed to waive or diminish the Executive’s rights under Section 3.8.

7.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting in or delivery of any Equity Compensation, the Company shall have the right to require such payments from the Executive or withhold such amounts from other payments due to the Executive from the Company or any affiliate, or to withhold such Equity Compensation that would otherwise have been issued to the Executive. The Executive shall have the right to elect, in her discretion, the manner in which such payments shall be made or withheld. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.11 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.13 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.14 Survival. The rights and obligations of the parties under this Agreement, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. The Company’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Company. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person.

7.15 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

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7.16 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.17 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Tax Code, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.18) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.18 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Tax Code.

7.18 Indemnification; Directors and Officer’s Insurance. The Executive shall be entitled to indemnification in all instances in which the Executive is acting within the scope of her authority to the fullest extent permitted by applicable law and not prohibited by the Company’s charter and bylaws, from and against any damages or liabilities, including reasonable attorney’s fees; provided, however, that the Executive shall not be entitled to indemnification for damages or liabilities which result from or arise out of the Executive’s willful misconduct or gross negligence. During the Term, the Company will maintain directors’ and officers’ liability insurance in a coverage amount of not less than Ten Million and No/00 Dollars ($10,000,000) unless Executive’s termination is for Cause, and if the policy is issued on a “claims made” basis, the Company will provide a “tail policy” covering Executive in the same amount for at least three (3) years following the Term.

7.19 409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement.

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(a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following her death.

7.20 Expenses. The Company agrees to reimburse the Executive for legal fees and expenses incurred by her in the review and negotiation of this Agreement, not to exceed Three Thousand Dollars ($3,000).

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have signed their names to this Employment Agreement as of the day and year set forth below.

	COMPANY:
	APARTMENT TRUST OF AMERICA, INC., a Maryland corporation:
Date: August 3, 2012	By:	/s/ Gustav G. Remppies
	Name:	Gustav G. Remppies
	Title:	President
	EXECUTIVE:
	B. MECHELLE LAFON
Date: August 3, 2012	/s/ B. Mechelle Lafon
	Signature

Signature Page to Lafon Employment Agreement

ATTACHMENT “A”

to

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(B. MechelleLafon)

1. Annual Cash Bonus Compensation. Executive shall be eligible to participate in the Company’s Bonus Plan during the term of this Agreement. Executive’s bonus will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial target cash bonus under the Company’s Bonus plan shall be determined by the Compensation Committee.

For purpose of the Annual Bonus, Annual Salary means the Annual Salary paid to the Executive during the calendar or portion of the calendar year covered by the bonus. Executive’s performance criteria shall be established annually by the Compensation Committee. For each fiscal year, Executive’s bonus, if any, will be paid to Executive in a lump sum on or before seventy five (75) days after the end of such fiscal year.

2. Equity Compensation. Executive shall be eligible to participate in any Company Incentive Plan during the term of this Agreement. Equity Compensation awards under any Company Incentive Plan will be subject to Executive’s achievement of performance criteria established annually by the Compensation Committee. The initial Equity Compensation target for Executive shall be determined by the Compensation Committee.

For each fiscal year, Executive’s Equity Compensation, if any, will be granted to Executive on or before seventy five (75) days after the end of such fiscal year.

A-1

ATTACHMENT “B”

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(B. MechelleLafon)

General Release of Claims

Consistent with Section 5 of the Employment Agreement dated                 , 2012, between Apartment Trust of America, Inc. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Except as otherwise expressly provided above, this General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any comparable Virginia law, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as

B-1

amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons released herein.

I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by the Company to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform the Company by delivering a written notice of revocation to the Company’s Director of Human Resources,                 , no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety and the Company shall be relieved of all obligations to make the portion of the Severance Package described in Section 5(b) of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel.

AGREED:
[Form of Agreement Only — Do Not Execute]
	Date

B-2

EX-10.31

Exhibit 10.31

EXECUTION COPY

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Joseph Lubeck)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (hereinafter referred to as the “Company”), and JOSEPH LUBECK (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.

WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer, on the terms set forth below.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive and the Executive hereby accepts such employment in the capacities described in Section 2 below for an initial term commencing as of August 3, 2012 (the “Effective Date”) and ending on December 31, 2016, unless sooner terminated in accordance with the provisions of Section 4 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one (1) year renewals unless notice of non-renewal is provided between the parties in accordance with the notice provisions of Section 7.6, as follows (if elected by the Executive or the Company, a “Non-Renewal”): (a) if elected by the Executive, the Executive will notify the Company of the Non-Renewal at least ninety (90) days prior to the end of any such Term, or (b) if elected by the Company, the Company will notify the Executive of the Non-Renewal at least one-hundred-eighty (180) days prior to the end of any such Term.

2. Title; Duties.

2.1. The Executive has been elected to serve as a member of the Board of Directors of the Company (the “Board”) and has been appointed by the other members of the Board to serve as the Chairman of the Board. In addition to his customary duties as Chairman of the Board, the Executive shall have certain executive duties and responsibilities with respect to the strategic direction of the Company and, as such, will be deemed to be an officer of the Company having the title “Executive Chairman.” The Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Executive Chairman as shall be specified and designated from time to time by the Board. Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote a significant portion of the Executive’s business time and effort to the performance of the Executive’s duties hereunder; provided, however, that the Company acknowledges and agrees that, so long as such activities do not materially interfere with the Executive’s ability to perform his duties and responsibilities hereunder or violate the Executive’s covenant against competition

as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the “ELRH Companies”) and shall be permitted to devote such of his business time and efforts as he shall deem necessary to fulfill his duties and responsibilities with respect thereto. Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld.

2.2. The Company agrees that, during the Term, the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) no determination has been made by the Board that the Executive is unable to perform his duties hereunder due to a disability or other incapacity and it is reasonably certain that the Executive will be unable to resume his duties on a regular full-time basis within 180 days thereafter due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company.

3. Compensation.

3.1. Salary. The Company shall pay the Executive during the Term a salary of $250,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased from time to time by an amount and on such conditions as may be approved by the Board or the Compensation Committee of the Board (the “Compensation Committee”), and upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary. The Executive’s Annual Salary shall be reviewed at least annually by the Board or the Compensation Committee. Annual Salary will be paid in monthly or bi-monthly installments as determined by the Board, and no Annual Salary will be paid later than 75 days after the conclusion of any calendar year in which such Annual Salary is deemed earned and payable to the Executive.

3.2. Cash and Equity Bonus Compensation.

(a) The Executive will be eligible to participate in any annual bonus program (“Bonus Plan”) for cash bonus compensation established by the Compensation Committee for the Company’s officers at a level and on terms to be determined by the

Compensation Committee in its discretion. Additionally, the Executive will be eligible to receive grants or awards of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards (collectively, “Equity Compensation”) under the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Other Equity-Based Award Plan, as amended (the “2012 LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”). The terms of any Bonus Plan, any Company Incentive Plan and the terms of any awards made under any of them will be at the discretion of and subject to the approval of the Compensation Committee.

(b) Immediately following the Effective Date of this Agreement, the Company will grant the Executive 22,040 LTIP Units under the 2012 LTIP Plan. These LTIP Units will be fully vested upon grant. Furthermore, immediately following the closing of the Company’s acquisition of the Andros Isles property (projected to occur in the third quarter of 2012), the Company will grant the Executive an additional 27,607 LTIP Units under the 2012 LTIP Plan, which will be fully vested upon grant.

3.3. Benefits — In General. During the Term, except to the extent the Executive elects to receive the same or similar benefits from the ELRH Companies, the Executive will be entitled to all employee benefits and perquisites made available to senior executives of the Company, including, without limitation, group medical, dental, vision, life insurance, long-term disability insurance, retirement, pension, 401(k) savings plans and/or prescription drug plan coverage, subject to the condition that the Executive is eligible for participation in any such plans. To the extent the Executive is eligible to participate in a Company-sponsored group medical insurance plan, the Company shall pay 100% of the premium cost of the Company’s health insurance coverage provided to the Executive (and the Executive’s dependents, if applicable) by the Company from time to time. Nothing contained in this Agreement will prevent the Company from terminating plans, changing carriers or effecting modifications in employee benefits coverage for the Executive as long as such modifications affect all similarly situated senior executives of the Company.

3.4. Paid Time Off. The Executive shall be entitled to twenty-five (25) days of paid time off per calendar year, plus Company-scheduled holidays. Fifty percent (50%) of any unused paid time-off will be forfeited at the end of the calendar year.

3.5. Disability Benefits and Life Insurance. Except to the extent the Executive elects to receive the same or similar benefits from the ELRH Companies, Executive shall receive the disability benefits and group life insurance benefits applicable to senior executives at the Company. To the extent the Company’s group life and disability insurance plans do not provide this level of benefits, the Executive shall be entitled to additional benefits so that his long-term disability coverage provides benefits (to continue for such period as is provided in the applicable disability plan or program, as amended from time to time, and with waiting periods and pre-existing condition exceptions waived to the extent such coverage is available on commercially reasonable terms) equal to sixty-six and two-thirds percent (66 2/3 %) of his Annual Salary in the case of a covered disability, and life insurance coverage with a face amount equal to $1,000,000. Premiums on all primary or supplemental disability policies provided by the Company under this Agreement shall be paid by the Company, provided that the value of such premiums shall be taxed as income to the Executive.

3.6. Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred and, in the case of reimbursement, actually paid by the Executive during the Term in connection with the performance of the Executive’s services under this Agreement, provided that the Executive shall submit such expenses in accordance with the policies applicable to senior executives of the Company generally.

3.7. Earned and Accrued Bonus. For purposes of this Agreement, with respect to “Earned and Accrued Bonus” payments to be made to the Executive in connection with the termination of his employment, cash bonus payments and Equity Compensation awards shall be deemed to be “earned and accrued” (a) if the Executive is employed with the Company as of the date of the last day of the period for which a bonus payment shall be made or for which Equity Compensation is vested, if the Executive is employed with the Company as of the date such vested award or vesting is scheduled to occur; and (b) to the extent that the criteria or performance goals for determining the amount of such payment or award are objective and measurable criteria, and such objective and measurable criteria have been satisfied or achieved. Earned and Accrued Bonus specifically includes, without limitation, any cash payments payable to Executive under a Bonus Plan and any Equity Compensation that is awarded and vested. A prorated portion of the annual cash bonus under a Bonus Plan will be paid in accordance with the termination provisions of this Agreement.

3.8. Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), all Equity Compensation awarded to the Executive under a Company Incentive Plan, to the extent not vested as of the date of the Change in Control or to the extent that any such award is subject to forfeiture restrictions as of the date of the Change in Control, shall be deemed vested and all forfeiture restrictions shall lapse (treating any applicable performance criteria as fully satisfied). Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.

4. Termination of Employment. The Company may terminate the Executive’s employment for any reason or for no reason and with or without Cause (as defined herein below). The Executive may terminate the Executive’s employment with the Company for Good Reason (as defined herein below) or without Good Reason. The Company or the Executive may terminate the Executive’s employment upon the Executive’s disability as provided in Section 4.1, or by Non-Renewal. The survival provisions of this Agreement described at Section 7.15 contemplate without limitation that upon the termination his employment the Executive shall be subject to the provisions of the Covenant Against Competition set forth in Section 6.2.

4.1. Termination upon the Executive’s Death or Disability.

(a) If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided in this Section 4.1 and except for the surviving provisions of this Agreement as described at Section 7.15.

(b) If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under a competitive plan as reasonably determined by the Compensation Committee), the Company or the Executive shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment in accordance with this Section 4.1(b) if, (i) in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has resumed his duties on a regular full-time basis.

(c) Upon the Executive’s death or the termination of the Executive’s employment by virtue of disability, all of the following shall apply:

(i) the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will continue to provide such additional continuing benefits (including without limitation life insurance benefits) as the Executive and his dependents would have been entitled to under this Agreement, as on a monthly basis for a period of eighteen (18) months after the termination, and the Executive, or the Executive’s estate or beneficiaries in the case of the death of the Executive, shall be entitled to receive the Executive’s Annual Salary and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonuses, vesting of or lapsing of any forfeiture restrictions on any Equity Compensation as provided in clause (ii) below, reimbursement under this Agreement for expenses incurred prior to the date of such termination; and an additional amount equal to one (1) year of the Executive’s then-current Annual Salary plus an amount equal to the annual cash bonus under any Bonus Plan for the year in which his death or disability occurs based on the then-current annual cash bonus target level under the Bonus Plan for such year, if any; provided, that in no event shall such amount be less than the annual cash bonus (if any) earned by the Executive for the prior year, provided further, that if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), if any deferral is required, shall not commence until the first day of the

seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death, if a delay in payment is required to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period). If no deferral is required pursuant to the preceding sentence, the payment will be made within five (5) business days after the date of termination.

(ii) all of the Equity Compensation previously awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions, as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and all forfeiture restrictions shall immediately lapse (treating any applicable performance criteria as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof; and

(iii) this Agreement shall otherwise terminate and there shall be no further rights with respect to the Executive hereunder except for the surviving provisions of this Agreement as provided in Section 7.15. The payments to be made in this Section 4.1(c) shall be in addition to, rather than in lieu of, the entitlement of Executive or his estate to any other insurance or benefit proceeds as a result of his death or disability.

4.2. Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred:

(a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony or misdemeanor which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws);

(b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude (which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months;

(c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder;

(d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder;

(e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or

(f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder.

Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause.

If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.3. Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon sixty (60) days prior written notice to the Executive. If the Company terminates the Executive’s employment without the occurrence of any of the events constituting Cause and the termination is not due to the Executive’s death or disability or is not a Non-Renewal, then the termination by the Company is without Cause. If the Company terminates the Executive’s employment without Cause, then the Severance Package provisions of Section 5 shall apply, and this Agreement shall otherwise terminate and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.4. Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders during the Term and any failure of the Board of Directors to appoint the Executive as Chairman of the Board following re-election, provided that, at the time of each annual meeting, (a) no determination has been made by the Board that the Executive is unable to perform his duties hereunder due to a disability or other incapacity and it is reasonably certain that the Executive will be unable to resume his duties on a regular full-time basis within 180 days thereafter due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company;

(b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board;

(c) the occurrence of any of the following: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; (iii) or a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board;

(d) any reduction of the Executive’s Annual Salary; or

(e) the Company’s material breach of this Agreement.

Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the three (3)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.5. Termination of Employment by the Executive without Good Reason. The Executive may terminate the Executive’s employment with the Company at any time without Good Reason. If the Executive terminates his employment without the occurrence of any of the events constituting “Good Reason” and the termination is not due to the Executive’s death or disability, then the termination by the Executive is without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

4.6. Termination upon Expiration and Non-Renewal of Agreement. If either the Company or the Executive provides the other party with notice of Non-Renewal in accordance with the provisions of Section 1 and Section 7.6 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement (including Earned and Accrued Bonus, if any) or under applicable Company benefit plans prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination. This Agreement shall otherwise terminate upon the termination of the Executive’s employment, and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Sections 6 and 7.15.

5. Severance Package for Certain Terminations of Employment. The Executive shall be entitled to certain rights and shall be bound by certain obligations as described in this Section 5 (the “Severance Package”) if the Executive’s employment terminates under either of the following conditions: (y) if the Company terminates the Executive’s employment without Cause, or (z) if the Executive terminates the Executive’s employment for Good Reason. For purposes of this Agreement, the “Severance Package” shall consist of all of the following rights and obligations:

5.1. The Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement and under applicable Company benefit plans prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination;

5.2. If the Executive signs the general release of claims in favor of the Company in the form set forth in Attachment “A” and the general release becomes irrevocably effective not later than forty-five (45) days of the date of the termination event, the Executive shall also be entitled to all of the following:

(a) a cash payment equal to one and one-half (1.5) times the sum of the Executive’s Annual Salary (as in effect on the effective date of such termination excluding

any reduction not permitted by this Agreement), plus the greater of (A) the annual cash bonus most recently earned by the Executive, whether paid or unpaid, and (B) the average annual cash bonus actually paid for the last three full fiscal years (“Average Annual Bonus”), payable in equal installments over the period that corresponds to the period during which the covenants provided in Section 6.2 hereof are to be applicable in accordance with the Company’s usual and customary salary payroll practices. If, at the time of a termination to which this sub-subparagraph 5.2(a) applies (y or z in Section 5 above), at least three full fiscal years have not occurred, then to the extent necessary to calculate the Average Annual Bonus for the last three years as set forth above, an annual cash bonus equal to 100% of the Executive’s Annual Salary (as in effect on the effective date of such termination excluding any reduction not permitted by this Agreement) shall be used for the missing years. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Tax Code, any payments of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), shall not commence until the first day of the seventh month beginning after the date of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) to avoid the imposition of the additional 20% tax under Section 409A of the Tax Code (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such period); and

(b) for a period of eighteen (18) months after termination of employment, the Company shall reimburse Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of Executive’s premium required to maintain coverage for his dependents), and the Company will provide such additional continuing health, dental, disability and life insurance benefits applicable to senior executives of the Company generally as the Executive and his dependents would have received under this Agreement (and for such additional benefits, at such costs to the Company, provided that the value of premiums on all primary or supplemental disability policies shall be taxed as income to the Executive) as would have applied in the absence of such termination or expiration (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits), it being expressly understood and agreed that nothing in this subparagraph 5.2(b) shall restrict the ability of the Company to generally amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such reimbursements or coverage after such time as the Executive becomes entitled to receive health benefits from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements);

(c) all of the Equity Compensation awarded to the Executive, to the extent not vested or to the extent subject to forfeiture restrictions as of the date of the termination of the Executive’s employment, shall immediately be deemed vested and any forfeiture restrictions shall immediately lapse (treating the performance criteria for the year of termination as fully satisfied), and any outstanding options to acquire shares of Company stock shall immediately be vested and shall be, as determined in the discretion of the Board, either (A) exercisable by the Executive or, in the case of the Executive’s death, by the beneficiaries of

Executive’s estate, for one (1) year following the termination (or, if shorter, the balance of the regular term of the options), or (B) cashed out or cancelled, as if in accordance with a Change in Control event, pursuant to the terms set forth in Section 8.01 of the 2012 LTIP Plan as in effect on the Effective Date hereof.

Unless delayed pursuant to Section 7.21 of this Agreement, payments due under the Severance Package shall be paid to the Executive (or installment payments shall commence) on the fiftieth (50th) day following the date of the termination event. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder except for surviving provisions of this Agreement as provided in Section 7.15.

6. Covenants of the Executive.

6.1. General Covenants of the Executive. The Executive acknowledges that (a) the principal business of the Company is the acquisition, development and ownership of multi-family residential properties (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company’s then-overall business, herein being collectively referred to as the “Business”) (for purposes of this Agreement, “Multi-family REIT” shall mean a company that invests in primarily multi-family residential properties and that is qualified as a real estate investment trust for purposes of federal income taxation); (b) the Company knows of a limited number of persons who have developed the Business; (c) the Business is, in part, national in scope; (d) the Executive’s work for the Company and its subsidiaries has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to “trade secrets,” (as defined under the laws of the Commonwealth of Virginia) of the Company and its subsidiaries; (e) the covenants and agreements of the Executive contained in this Section 6.1 are essential to the business and goodwill of the Company; and (f) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6.1.

6.2. Covenant Against Competition. The covenant against competition herein described shall apply as follows:

(a) during the Term;

(b) for a period of eighteen (18) months following a termination of the Executive’s employment by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, after Non-Renewal on the part of the Executive, or upon the Executive’s disability;

(c) for a period of eighteen (18) months following a termination of the Executive’s employment by the Executive for Good Reason;

(d) as to Section 6.2(iii), for a period of eighteen (18) months following a termination of the Executive’s employment for any reason; and

(e) as to Section 6.2(ii) and (iv), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either).

During the time periods described hereinabove, the Executive covenants as follows:

(i) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in: (1) any Multi-family REIT; or (2) other financial investment business which owns multi-family residential properties as its primary business if such business is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business as of the date of termination (an “Other Competitive Business”); provided, however, that, notwithstanding the foregoing, (i) the restriction described in clause (1) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Multi-family REIT the shares of which are traded on a national securities exchange, (ii) the restriction described in clause (2) of this Section 6.2(e)(i) shall, following any termination of the Executive’s employment described in Sections 6.2(b) or (c) above, be limited so as to apply only to any Other Competitive Business that has assets in excess of Eight Hundred Million and No/00 Dollars ($800,000,000), (iii) with the express written consent of the Board as to each such entity, the Executive may, solely for investment purposes and without participating in the business thereof actively or passively, directly or indirectly, own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of, or served as a consultant to prior to the Effective Date, which ownership, management, participation or consulting relationship has been disclosed to the Company; and (iv) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. In addition, notwithstanding the foregoing, during the term of Executive’s employment and thereafter for so long as the restrictions under this Section 6.2(i) shall be in effect, the Executive shall have the right to continue to act as the President of the ELRH Companies and as a principal of certain of their affiliates and, in such capacity, to acquire and beneficially own interests in multi-family residential properties, subject to the requirement that, during the Term hereof, the Executive first offer to the Company any acquisition opportunity that could reasonably be considered to be a corporate opportunity of the Company based on its then current investment strategy and guidelines.

(ii) Except in connection with the business and affairs of the Company and its affiliates: the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, all confidential matters relating to the Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of

either) (the “Confidential Company Information”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company’s or its affiliates’ (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; (v) was legally in the possession of or developed by the Executive prior to the Effective Date; or (vi) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, “affiliate” means, with respect to the Company, any person, partnership, corporation or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as now in effect or as hereafter amended.

(iii) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or knowingly encourage to leave the employment or other service of the Company or any of its affiliates, any employee employed by the Company at the time of the termination thereof or knowingly hire (on behalf of the Executive or any other person or entity) any employee employed by the Company at the time of the termination who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates; or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). Notwithstanding the above, nothing shall prevent the Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with the operations of the Business. Advertising to fill employment openings by television, newspaper, Internet or similar general advertising will not be deemed to violate this Section.

(iv) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive during the Term concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. Notwithstanding the above, the Executive’s contacts and contact data base shall not be the Company’s property. Notwithstanding the above, software, methods and material developed by the Executive prior to the Term of the Agreement shall not be the Company’s property.

6.3. Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 6.1 or 6.2 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages). The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. The Company has the right to cease making the payments provided as part of the Severance Package in the event of a material breach of any of the Restrictive Covenants. The Company shall be entitled to recover from Executive the costs and attorneys’ fees it incurs to enforce the provisions of this section.

7. Other Provisions.

7.1. Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement and that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2. Duration and Scope of Covenants. If any court or other decision maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7.3. Arbitration. Except with respect to any claims or disputes arising from or relating to the Restrictive Covenants or arising after a Change in Control, any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in New York, New York in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). The Company and the Executive will each select an arbitrator, and a third arbitrator will be selected jointly by the arbitrators selected by the Company and the Executive within 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Company and the Executive are unable to agree on a third arbitrator within that period, then either the Company or the Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principle issues in dispute and will be independent of the Company and

the Executive. To the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, the Company will pay all expenses (including the reasonable expenses of the Executive, including his reasonable legal fees, if the Executive is the prevailing party in such arbitration) incurred in connection with arbitration and the fees and expenses of the arbitrators and will advance such expenses from time to time as required. Except as may otherwise be agreed in writing by the parties or as ordered by the arbitrators upon substantial justification shown, the hearing for the dispute will be held within 60 days of submission of the dispute to arbitration. The arbitrators will render their final award within 30 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrators. The arbitrators will state the factual and legal basis for the award. The decision of the arbitrators will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective.

7.4. Attorneys’ Fees. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, the Company, to the extent permitted by applicable law and not prohibited by the Company’s certificate of incorporation and bylaws, shall indemnify the Executive for the Executive’s reasonable attorneys’ fees and disbursements incurred in such litigation if the Executive is the prevailing party in such litigation.

7.5. Notices. Any notice, consent or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice, consent or other communication shall be deemed given when so delivered personally, delivered by overnight courier, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

(a) If to the Company, to:

Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Board of Directors c/o Secretary

Fax: (804) 237-1345

Email: JFigueiredo@atareit.com

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attention: Daniel M. LeBey, Esq.

Fax: (804) 788-8218

Email: dlebey@hunton.com

(b) If to the Executive, to:

Fax:

Email:

with a copy to:

Goulston & Storrs PC

750 Third Avenue

New York, New York 10017

Attention: Yaacov M. Gross

Fax: (212) 878-5527

Email: ygross@goulstonstorrs.com

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.6. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.7. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Subject to the parties’ obligations under Section 7.4, the Executive and the Company each hereby expressly consents to the exclusive venue and jurisdiction of the state and federal courts located in Miami, Florida and New York, New York, for any lawsuit arising from or relating to this Agreement.

7.9. Assignment. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Company (except to an affiliate of the Company, in which event the Company shall remain liable if the affiliate fails to meet any of the Company’s obligations hereunder, including without limitation to provide the employment opportunities offered hereby and to make payments or provide benefits or otherwise) or by the Executive. In the event that the Executive consents to the assignment of this Agreement to a successor in interest of the Company upon a Change in Control, such consent shall not be deemed to waive or diminish the Executive’s rights under Section 3.8.

7.10. Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting in or delivery of any Equity Compensation, the Company shall have the right to require such payments from the Executive or withhold such amounts from other payments due to the Executive from the Company or any affiliate, or to withhold such Equity Compensation that would otherwise have been issued to the Executive. The Executive shall have the right to elect, in his discretion, the manner in which such payments shall be made or withheld. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.11. No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.13. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.14. Survival. The rights and obligations of the parties under this Agreement, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. The Company’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Company. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person.

7.15. Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.16. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.17. Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Tax Code, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.18) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.18 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Tax Code.

7.18. Indemnification; Directors and Officer’s Insurance. The Executive shall be entitled to indemnification in all instances in which the Executive is acting within the scope of his authority to the fullest extent permitted by applicable law and not prohibited by the Company’s charter and bylaws, from and against any damages or liabilities, including reasonable attorney’s fees; provided, however, that the Executive shall not be entitled to indemnification for damages or liabilities which result from or arise out of the Executive’s willful misconduct or gross negligence. During the Term, the Company will maintain directors’ and officers’ liability insurance in a coverage amount of not less than Ten Million and No/00 Dollars ($10,000,000) unless Executive’s termination is for Cause, and if the policy is issued on a “claims made” basis, the Company will provide a “tail policy” covering Executive in the same amount for at least three (3) years following the Term.

7.19. 409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement.

(a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits

provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

7.20. Expenses. The Company agrees to reimburse the Executive for legal fees and expenses incurred by him in the review and negotiation of this Agreement, not to exceed Eight Thousand Dollars ($8,000).

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have signed their names to this Employment Agreement as of the day and year set forth below.

	COMPANY:
	APARTMENT TRUST OF AMERICA, INC., a Maryland corporation:
Date: August 3, 2012	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer and Chairman
	EXECUTIVE:
	JOSEPH LUBECK
Date: August 3, 2012	/s/ Joseph Lubeck
	Signature

ATTACHMENT “A”

APARTMENT TRUST OF AMERICA, INC.

EMPLOYMENT AGREEMENT

(Joseph Lubeck)

General Release of Claims

Consistent with Section 5 of the Employment Agreement dated                     , 2012, between Apartment Trust of America, Inc. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Except as otherwise expressly provided above, this General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any comparable Virginia law, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as

A-1

amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons released herein.

I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by the Company to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform the Company by delivering a written notice of revocation to the Company’s Director of Human Resources,             , no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety and the Company shall be relieved of all obligations to make the portion of the Severance Package described in Section 5(b) of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel.

AGREED:

[Form of Agreement Only — Do Not Execute]
	Date

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EX-10.32

Exhibit 10.32

FORM OF LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT

(Under the Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan)

Dated: August 3, 2012

Name of Grantee:	[—]
Number of LTIP Units:	[—]
Grant Date:	August 3, 2012

On the Grant Date specified above, pursuant to the Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan (the “Plan”) and the Agreement of Limited Partnership (as amended through the date hereof, the “Partnership Agreement”) of Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Operating Partnership”), Apartment Trust of America, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company” or the “General Partner”), and for the provision of services to or for the benefit of the Operating Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an “Award”) in the form of, and by causing the Operating Partnership to issue to the Grantee named above, the number of LTIP Units specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. Upon acceptance of this Long Term Incentive Plan Unit Vesting Agreement (this “Agreement”), the Grantee shall receive, effective as of the Grant Date, the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, if any, and in the Partnership Agreement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Partnership Agreement, attached hereto as Annex A, or the Plan, as applicable, unless a different meaning is specified herein. Reference is made to that certain Employment Agreement entered into by and between the Company and the Grantee effective as of August 3, 2012 (the “Employment Agreement”).

1. Acceptance of Agreement. The Grantee shall have no rights with respect to this Agreement unless he shall have accepted this Agreement by (i) signing and delivering to the Operating Partnership a copy of this Agreement and (ii) unless the Grantee is already a Limited Partner, signing, as a Limited Partner, and delivering to the Operating Partnership a counterpart signature page to the Partnership Agreement. Upon acceptance of this Agreement by the Grantee, the Partnership Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted, effective as of the Grant Date. Thereupon, the Grantee shall have all the rights of a Limited Partner with respect to the number of LTIP Units specified above, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.

2. Restrictions and Conditions.

(a) The records of the Operating Partnership evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by the Operating Partnership in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.

(b) LTIP Units granted herein may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to vesting.

(c) Subject to the provisions of Section 4 below, any LTIP Units (and the proportionate amount of the Grantee’s Capital Account balance attributable to such LTIP Units) subject to this Award that have not become vested on or before the date that the Grantee’s employment with the Company and its Affiliates (as defined in the Plan) terminates shall be forfeited as of the date that such employment terminates.

3. Vesting of LTIP Units. The LTIP Units granted pursuant to this Agreement shall be vested upon grant and shall not be subject to the restrictions and conditions in Section 2(b) and Section 2(c).

4. [Intentionally Omitted.]

5. [Intentionally Omitted.]

6. Distributions. Distributions on the LTIP Units shall be paid currently to the Grantee in accordance with the terms of the Partnership Agreement. The right to distributions set forth in this Section 6 shall be deemed a Dividend Equivalent Right for purposes of the Plan.

7. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to all of the terms and conditions of the Plan and the Partnership Agreement.

8. Covenants. The Grantee hereby covenants as follows:

(a) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Operating Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Operating Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code applicable to the Operating Partnership or to comply with requirements of any other appropriate taxing authority.

(b) The Grantee hereby agrees that it does not have the intention to dispose of the LTIP Units subject to this Award within two years of receipt of such LTIP Units. The Operating Partnership and the Grantee hereby agree to treat the Grantee as the owner of the LTIP Units from the Grant Date. The Grantee hereby agrees to take into account the distributive share of the Operating Partnership income, gain, loss, deduction, and credit associated with the LTIP Units in computing the Grantee’s income tax liability for the entire period during which the Grantee has the LTIP Units.

(c) The Grantee hereby recognizes that the IRS has proposed regulations under Section 704 of the Code that may affect the proper treatment of the LTIP Units for federal

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tax purposes. In the event that those proposed regulations are finalized, the Grantee hereby agrees to cooperate with the Operating Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations.

(d) The Grantee hereby recognizes that the U.S. Congress is considering legislation that would change the federal tax consequences of owning and disposing of LTIP Units.

9. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution, without the prior written consent of the Company.

10. Amendment. The Grantee acknowledges that the Plan may be amended or canceled or terminated in accordance with Article XVI thereof and that this Agreement may be amended or cancelled by the Committee, on behalf of the Operating Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent. The provisions of Section 5 of this Agreement applicable to the termination of the LTIP Units covered by this Award in connection with a Transaction (as defined in Section 5 of this Agreement) shall apply, mutatis mutandi to amendments, discontinuance or cancellation pursuant to this Section 10 or the Plan.

11. No Obligation to Continue Employment. Neither the Company nor any affiliate of the Company is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any affiliate of the Company to terminate the employment of the Grantee at any time.

12. Notices. Notices hereunder shall be mailed or delivered to the Operating Partnership at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Operating Partnership or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, applied without regard to conflict of law principles.

[Signatures appear on the next page.]

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IN WITNESS WHEREOF, the Company, the Operating Partnership and the Grantee have duly executed and delivered this Agreement as of the date first set forth above.

COMPANY:

APARTMENT TRUST OF AMERICA, INC.

By:

Name:

Title:

OPERATING PARTNERSHIP:
APARTMENT TRUST OF AMERICA HOLDINGS, LP
By:	Apartment Trust of America, Inc.
By:
Name:
Title:

GRANTEE:

Signature

Name: [—]

Address:

Social Security Number:

ANNEX A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee desiring to become one of the within named Partners of Apartment Trust of America Holdings, LP (“the Operating Partnership”), hereby becomes a party to the Agreement of Limited Partnership (the “Partnership Agreement”) of the Operating Partnership, effective as of the date hereof. The Grantee agrees to be bound by the Partnership Agreement. The Grantee also agrees that this signature page may be attached to, and hereby authorizes the General Partner to attach this signature page to, any counterpart of the Partnership Agreement.

Date: August 3, 2012
	Signature of Limited Partner
	Name:
	Address:

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EX-10.33

Exhibit 10.33

APARTMENT TRUST OF AMERICA, INC.

2012 OTHER EQUITY-BASED AWARD PLAN

TABLE OF CONTENTS

Section		Page
Article I DEFINITIONS		1
1.01.	Administrator	1
1.02.	Agreement	1
1.03.	Board	1
1.04.	Change in Control	1
1.05.	Code	2
1.06.	Common Stock	3
1.07.	Company	3
1.08.	Control Change Date	3
1.09.	Dividend Equivalent Right	3
1.10.	Exchange Act	3
1.11.	Fair Market Value	3
1.12.	Incentive Plan	3
1.13.	Incumbent Directors	4
1.14.	LTIP Unit	4
1.15.	Operating Partnership	4
1.16.	Other Equity-Based Award	4
1.17.	Participant	4
1.18.	Plan	5
1.19.	REIT	5
1.20.	Subsidiary	5
Article II PURPOSES		5
Article III ADMINISTRATION		5
Article IV ELIGIBILITY		6
Article V COMMON STOCK SUBJECT TO PLAN		6
5.01.	Common Stock Issued	6
5.02.	Aggregate Limit	6
5.03.	Reallocation of Shares	7
Article VI OTHER EQUITY–BASED AWARDS		7
6.01.	Award	7
6.02.	Terms and Conditions	7
6.03.	Payment or Settlement	7
6.04.	Employee Status	8
6.05.	Stockholder Rights	8

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Article VII ADJUSTMENT UPON CHANGE IN COMMON STOCK		8
Article VIII CHANGE IN CONTROL			10
8.01.	Impact of Change in Control		10
8.02.	Assumption Upon Change in Control		10
8.03.	Cash-Out Upon Change in Control		10
8.04.	Limitation of Benefits		11
Article IX COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES			12
Article X GENERAL PROVISIONS			13
10.01.	Effect on Employment and Service		13
10.02.	Unfunded Plan		13
10.03.	Rules of Construction		13
10.04.	Withholding Taxes		14
10.05.	REIT Status		14
Article XI AMENDMENT			15
Article XII DURATION OF PLAN			15

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ARTICLE I

DEFINITIONS

1.01. Administrator

“Administrator” means the Administrator of the Incentive Plan.

1.02. Agreement

“Agreement” means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an Other Equity-Based Award (including an LTIP Unit) granted to such Participant.

1.03. Board

“Board” means the Board of Directors of the Company.

1.04. Change in Control

“Change in Control” means and includes each of the following:

(a) The acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 50% of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control (i) any acquisition by the Company or any Subsidiary, (ii) any acquisition by a trustee or other fiduciary holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any Subsidiary, (iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.

(b) Incumbent Directors cease to be a majority of the Board.

(c) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the

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approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), in each case, unless following such Business Combination:

(i) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity (the “Parent Company”));

(ii) no Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and

(iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination;

(d) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and the Subsidiaries, taken as a whole, to any Person that is not a Subsidiary of the Company.

In addition, if a Change in Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a), (b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

1.05. Code

“Code” means the Internal Revenue Code of 1986, and any amendments thereto.

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1.06. Common Stock

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

1.07. Company

“Company” means Apartment Trust of America Inc., a Maryland corporation.

1.08. Control Change Date

“Control Change Date” means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

1.09. Dividend Equivalent Right

“Dividend Equivalent Right” means the right, subject to the terms and conditions prescribed by the Administrator, of a Participant to receive (or have credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on Common Stock with respect to an Other Equity-Based Award of units denominated in Common Stock. The Administrator may provide that such Dividend Equivalents (if any) shall be distributed only when, and to the extent that, the underlying award is vested or earned and also may provide that Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Common Stock or otherwise reinvested.

1.10. Exchange Act

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.11. Fair Market Value

“Fair Market Value” means, on any given date, the reported “closing” price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading (or as reported on any composite index which includes such principal exchange) on the trading day previous to such date or, if there is no closing price for a share of Common Stock on the trading day previous to such date, then on the next preceding date on which a trade occurred. If, on any given date, the Common Stock is not listed on any exchange, the amount determined by the Administrator using any reasonable method in good faith and in accordance with the regulations under Section 409A of the Code.

1.12. Incentive Plan

“Incentive Plan” means The 2006 Incentive Award Plan of Apartment Trust of America, Inc., as amended.

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1.13. Incumbent Directors

“Incumbent Directors” means individuals who, on the date this Plan is adopted by the Board, constitute the Board, provided that any individual becoming a director subsequent to that date whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c) and no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors shall be an Incumbent Director.

1.14. LTIP Unit

“LTIP Unit” means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement, subject to the terms and conditions of the applicable Agreement and that partnership agreement.

1.15. Operating Partnership

“Operating Partnership” means Apartment Trust of America Holdings, L.P.

1.16. Other Equity-Based Award

“Other Equity-Based Award” means an award which, subject to such terms and conditions as may be prescribed by the Administrator, entitles a Participant to receive Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on, Common Stock (including securities convertible into Common Stock) or other equity interests including LTIP Units.

1.17. Participant

“Participant” means an employee or officer of the Company or a Subsidiary, a member of the Board who is not an officer or employee of the Company or a Subsidiary, or an individual who provides bona fide services to the Company or a Subsidiary (including an individual who provides services to the Company or a Subsidiary by virtue of employment with, or providing services to, the Operating Partnership), and who satisfies the requirements of Article IV and is selected by the Administrator to receive an Other Equity-Based Award.

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1.18. Plan

“Plan” means this Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan.

1.19. REIT

“REIT” means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

1.20. Subsidiary

“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. “Subsidiary” also means any partnership or limited liability company in which the Company or any Subsidiary owns a partnership or membership interest representing fifty percent (50%) or more of the capital or profits interests of such partnership or limited liability company.

ARTICLE II

PURPOSES

The Plan is intended to assist the Company and its Affiliates in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its stockholders. The Plan is also intended to complement the purposes and objectives of the Incentive Plan through the grant of Other Equity-Based Awards under the Plan. Any proceeds received by the Company from the sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Administrator. The Administrator shall have authority to grant Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Administrator may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the transferability or forfeitability of an Other Equity-Based Award. Notwithstanding any such conditions, the Administrator may, in its discretion, accelerate the time at which any Other Equity-Based Award may become exercisable, transferable or nonforfeitable or the time at which an Other Equity-Based Award may be settled. In addition, the Administrator shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules

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and regulations pertaining to the administration of the Plan (including rules and regulations that require or allow Participants to defer the payment of benefits under the Plan); and to make all other determinations necessary or advisable for the administration of this Plan. The Administrator’s determinations under the Plan (including without limitation, determinations of the individuals to receive awards under the Plan, the form, amount and timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Administrator selectively among individuals who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated. The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator in connection with the administration of this Plan shall be final and conclusive. The individuals serving as Administrator shall not be liable for any act done in good faith with respect to this Plan or any Other Equity-Based Award. All expenses of administering this Plan shall be borne by the Company.

ARTICLE IV

ELIGIBILITY

Any employee of the Company or a Subsidiary (including a trade or business that becomes a Subsidiary after the adoption of this Plan) and any member of the Board is eligible to participate in this Plan. In addition, any other individual who provides significant services to the Company or a Subsidiary (including an individual who provides services to the Company or a Subsidiary by virtue of employment with, or providing services to, the Operating Partnership) is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that the participation of such individual is in the best interest of the Company.

ARTICLE V

COMMON STOCK SUBJECT TO PLAN

5.01. Common Stock Issued

Upon the award of an Other Equity-Based Award or in settlement of an Other Equity-Based Award, the Company may deliver (and shall deliver if required under an Agreement) to the Participant Common Stock from its authorized but unissued Common Stock.

5.02. Aggregate Limit

(a) The maximum aggregate number of shares of Common Stock that may be issued under this Plan, together with the number of shares issued under the Incentive Plan, is 2,000,000 shares of Common Stock. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of shares of Common Stock that may be issued under this Plan on a one-for-one basis, i.e., each such unit shall be treated as an award of Common Stock.

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(b) The maximum number of shares of Common Stock that may be issued under this Plan, and the number of shares of Common Stock by which such number shall be reduced in respect of Other Equity-Based Awards that are LTIP Units, in accordance with Section 5.02(a) shall be subject to adjustment as provided in Article VII.

5.03. Reallocation of Shares

If any award or grant under the Plan (including LTIP Units) or the Incentive Plan expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of Common Stock, then any Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of additional Other Equity-Based Awards and other awards under the Incentive Plan. Any Common Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Other Equity-Based Award or any award under the Plan shall not reduce the number of shares of Common Stock available under the Plan or the Incentive Plan.

ARTICLE VI

OTHER EQUITY–BASED AWARDS

6.01. Award

In accordance with the provisions of Article IV, the Administrator will designate each individual to whom an Other Equity-Based Award is to be made and will specify the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards; provided, however, that the grant of LTIP Units must satisfy the requirements of the partnership agreement of the Operating Partnership as in effect on the date of grant. The Administrator also will specify whether Dividend Equivalent Rights are granted in conjunction with the Other Equity-Based Award.

6.02. Terms and Conditions

The Administrator, at the time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Administrator, in its discretion and set forth in the Agreement.

6.03. Payment or Settlement

Other Equity-Based Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in Common Stock, cash or a combination

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of Common Stock and cash, as determined by the Administrator in its discretion; provided, however, that any Common Stock that is issued on account of the conversion of LTIP Units into Common Stock shall not be counted as additional shares of Common Stock issued under the Plan to the extent previously counted as issued under the Plan pursuant to Section 5.02(a). Other Equity-Based Awards denominated as equity interests other than Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined by the Administrator in its discretion.

6.04. Employee Status

If the terms of any Other Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.

6.05. Stockholder Rights

A Participant, as a result of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other Equity-Based Award is earned and settled in Common Stock.

ARTICLE VII

ADJUSTMENT UPON CHANGE IN COMMON STOCK

In the event that the Board determines that any nonreciprocal transaction between the Company and its stockholders (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend) causes the per-share value of the Common Stock to change, then the authorization limitation under Section 5.02 shall be adjusted proportionately and the Board shall make such adjustments as determined by the Board to be necessary, in the Board’s sole discretion, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Other Equity-Based Award, in such manner as it may deem equitable, including adjusting any or all of:

(i) The number and kind of shares of Common Stock (or other securities or property) with respect to which Other Equity-Based Awards may be granted or awarded (including, but not limited to, adjustments of the limitation in Section 5.02 on the maximum number and kind of shares which may be issued;

(ii) The number and kind of shares of Common Stock (or other securities or property) subject to outstanding Other Equity-Based Awards; and

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(iii) The grant or exercise price with respect to any Other Equity-Based Award.

Except in the event of a Change in Control (in which case Article VIII shall apply), upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares) or in the event of any transaction or event described in the preceding paragraph or any unusual or nonrecurring transactions or statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Other Equity-Based Award, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i) To provide for either the purchase of any such Other Equity-Based Award for an amount of cash equal to the amount that could have been attained upon the exercise, vesting or settlement of such award or the replacement of such award with other rights or property selected by the Administrator in its sole discretion;

(ii) To provide that the Other Equity-Based Award cannot vest, be exercised or become payable after such event;

(iii) To provide that such Other Equity-Based Award shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the provisions of such award.

(iv) To provide that such Other Equity-Based Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for similar rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, which appropriate adjustments as to the number and kind of shares and prices;

(v) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Other Equity-Based Awards, and in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Other Equity-Based Awards which may be granted in the future; and

(vi) To provide that, for a specified period of time prior to such event, the restrictions imposed under an Other Equity-Based Award upon some or all shares of Common Stock or other securities covered by the Other Equity-Based Award may be terminated.

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The Administrator may, in its discretion, include such further provisions and limitations in any Other Equity-Based Award, agreement or certificate, as it may deem equitable and in the best interests of the Company.

The existence of the Plan and any Other Equity-Based Awards granted hereunder (and any Agreements relating thereto) shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

ARTICLE VIII

CHANGE IN CONTROL

8.01. Impact of Change in Control.

Upon a Change in Control, the Committee is authorized to cause outstanding Other Equity-Based Awards to become earned and nonforfeitable in whole or in part.

8.02. Assumption Upon Change in Control.

In the event of a Change in Control, the Committee, in its discretion and without the need for a Participant’s consent, may provide that an outstanding Other Equity-Based Award, in whole or in part, shall be assumed by, or a substitute award granted by, the surviving entity in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Other Equity-Based Award being assumed or substituted. The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original award, or portion thereof to be assumed or substituted, as the Committee determines is equitably required and such other terms and conditions as may be prescribed by the Committee.

8.03. Cash-Out Upon Change in Control.

In the event of a Change in Control, the Committee, in its discretion and without the need of a Participant’s consent, may provide that each outstanding Other Equity-Based Award, in whole or in part, shall be cancelled in exchange for a payment. The payment may be in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control transaction. The amount of the payment shall be an amount that is substantially equal to the price per share received by stockholders for each share of Common Stock subject to an Other

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Equity-Based Award, or portion thereof to be cancelled, or the value of the other securities or property in which the Other Equity-Based award, or portion thereof to be canceled, is denominated.

8.04. Limitation of Benefits.

The benefits that a Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 8.04, the Parachute Payments will be reduced pursuant to this Section 8.04 if, and only to the extent that, a reduction will allow a Participant to receive a greater Net After Tax Amount than a Participant would receive absent a reduction.

The Accounting Firm will first determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments.

The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that results in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article VIII, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Section 8.04 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under this Section 8.04 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high

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probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company.

For purposes of this Section 8.04, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date. For purposes of this Article VIII, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 8.04, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

Notwithstanding any other provision of this Section 8.04, the limitations and provisions of this Section 8.04 shall not apply to any Participant who, pursuant to an agreement with the Company or the terms of another plan maintained by the Company, is entitled to indemnification or other payment for any liability that the Participant may incur under Code Section 4999. In addition, nothing in this Section 8.04 shall limit or otherwise supersede the provisions of any other agreement or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.

ARTICLE IX

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Common Stock shall be issued, no certificates for Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the shares of Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to represent Common Stock when an Other Equity-Based Award is settled may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Administrator may deem advisable from regulatory bodies having jurisdiction over such matters.

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ARTICLE X

GENERAL PROVISIONS

10.01. Effect on Employment and Service

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or a Subsidiary or in any way affect any right and power of the Company or a Subsidiary to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.

10.02. Unfunded Plan

This Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

10.03. Rules of Construction

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

All awards made under this Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Plan or any Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Administrator and without requiring the Participant’s consent, in such manner as the Administrator determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A. Each payment under an award granted under this Plan shall be treated as a separate indentified payment for purposes of Section 409A.

If a payment obligation under an award or an Agreement arises on account of the Participant’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect

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to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b))12)), it shall be payable only after the Participant’s “separation from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Participant is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such payment that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Participant’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the Participant’s death.

10.04. Withholding Taxes

Each Participant shall be responsible for satisfying any income and employment tax withholding obligations attributable to participation in the Plan. Unless otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in settlement of an Other Equity-Based Award) or a cash equivalent acceptable to the Administrator. Except to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district or city withholding tax obligations also may be satisfied (a) by surrendering to the Company Common Stock previously acquired by the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the settlement of an Other Equity-Based Award (if applicable); or (c) by any other method as may be approved by the Administrator. If Common Stock is used to pay all or part of such withholding tax obligation, the Fair Market Value of the shares of Common Stock surrendered, withheld or reduced shall be determined as of the day the tax liability arises and the number of shares of Common Stock which may be withheld or surrendered shall be limited to the number of shares of Common Stock which have a Fair Market Value on the day preceding the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

10.05. REIT Status

The Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect to any award granted under the Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting, exercise or settlement could cause the Participant or any other person to be in violation of the stock ownership limit or any other limitation on ownership or transfer prescribed by the Company’s Charter, or (ii) if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of the award could impair the Company’s status as a REIT.

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ARTICLE XI

AMENDMENT

The Board may amend or terminate this Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants with respect to outstanding Other Equity-Based Awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if the amendment would materially increase the aggregate number of shares of Common Stock that may be issued under the Plan together with the number of shares that may be issued under the Incentive Plan (except as provided in Article VII).

ARTICLE XII

DURATION OF PLAN

No Other Equity-Based Award may be granted under this Plan after the day before the tenth anniversary of the date that the Incentive Plan was adopted by the Board. Other Equity-Based Awards granted before such date shall remain valid in accordance with their terms.

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EX-10.34

Exhibit 10.34

H&W Draft of August 1, 2012

AMENDMENT NO. 2

TO

THE 2006 INCENTIVE AWARD PLAN

OF

APARTMENT TRUST OF AMERICA, INC.

Apartment Trust of America, Inc., a Maryland corporation, has adopted this Amendment No. 2 to the 2006 Incentive Award Plan of Apartment Trust of America, Inc., as previously amended (the “Plan”) (formerly the 2006 Incentive Award Plan of NNN Apartment REIT, Inc.), effective this 27^th day of July, 2012.

1. Section 1.24 of the Plan is amended and restated in its entirety as follows:

1.24. “Ownership Limit” shall mean the ownership limit of not more than 7.0% of the outstanding shares of Common Stock (as defined in the Company’s Amended and Restated Articles of Incorporation, as amended and in effect from time to time, and as such ownership limit set forth therein may be modified from time to time in accordance with the provisions thereof) of the Company.

2. The following is added to the Plan as a new Section 1.39:

1.39. “Related Plan” shall mean the Apartment Trust of America, Inc. 2012 Other-Equity Based Award Plan.

3. Section 2.1(a) of the Plan is amended and restated in its entirety as follows:

(a) The shares of stock subject to Awards initially shall be Common Stock. Subject to adjustment as provided in Section 11.3, the aggregate number of such shares which may be issued upon exercise of such Options or rights or upon any such Awards under the Plan, together with the number of shares of Common Stock and LTIPs (as defined in the Related Plan) issued under the Related Plan, shall not exceed 2,000,000. The shares of Common Stock issuable upon exercise of such Options or rights or upon any such awards may be either previously authorized but unissued shares or treasury shares.

4. Section 2.2 of the Plan is amended and restated in its entirety as follows:

2.2. Add-back of Options and Other Rights. If any Option, or other right to acquire shares of Common Stock under any other Award under the Plan or any award under the Related Plan, expires or is canceled without having been fully exercised, or is exercised in whole or in part for cash as permitted by the Plan or the Related Plan, the number of shares subject to such Option or other right but as to which such Option or other right was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or awarded hereunder or under the Related Plan, subject to the limitations of Section 2.1. Furthermore, any shares subject to Awards which are adjusted pursuant to Section 11.3 or Article VII of the Related Plan and become

exercisable with respect to shares of stock of another corporation shall be considered cancelled and may again be optioned, granted or awarded hereunder or under the Related Plan, subject to the limitations of Section 2.1. Shares of Common Stock which are delivered by the Holder or withheld by the Company upon the exercise of any Award under the Plan or the Related Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder or under the Related Plan, subject to the limitations of Section 2.1. If any shares of Restricted Stock are surrendered by the Holder or repurchased by the Company pursuant to Section 7.5 or 7.6 hereof, such shares may again be optioned, granted or awarded hereunder or under the Related Plan, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

5. All other provisions of the Plan shall remain the same.

I hereby certify that the foregoing Amendment No. 2 to the Plan was duly adopted by the Board of Directors of Apartment Trust of America, Inc. on July 27, 2012.

Executed on this             day of             , 2012.

Mechelle Lafon, Chief Financial Officer

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EX-10.35

Exhibit 10.35

FORM OF

LOAN INDEMNIFICATION AGREEMENT

[[Property Name]]

This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the             day of             , 2012, by Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.), a Maryland corporation (“LAT”) and Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership, (“LAT Holdings” and, together with LAT, the “LAT Parties” or the “Indemnitor”), in favor of the Guarantor.

RECITALS:

A. Pursuant to that certain Master Contribution and Recapitalization Agreement by and among Indemnitor, Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL”) and Elco Landmark Residential Management LLC, a Delaware limited liability company (“ELRM” and, together with EL, the “EL Parties”), dated as of             , 2012 (the “Master Agreement”), the EL Parties are contributing to LAT Holdings and LAT Holdings is accepting, all of their direct or indirect ownership interests (as applicable) (the “Contribution”) in the Property.

B. The Property is currently encumbered by the Mortgage as security for the Loan.

C. Guarantor previously gave the Guaranty in order to induce Lender to make the Loan.

D. Lender has consented to the Contribution and the Loan, Mortgage, and Guaranty will remain in place after the Contribution.

E. In connection with the Contribution, Indemnitor has agreed to indemnify Guarantor for its obligations under the Guaranty, and the LAT Parties, the EL Parties, and the Guarantor have agreed to use good faith efforts to replace the Guaranty after the Contribution, all as more particularly described herein.

F. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1 attached hereto or as they appear elsewhere in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Indemnitor agrees as follows:

1. Indemnification and Reimbursement of Guarantor.

(a) Indemnitor, jointly and severally, hereby indemnifies and agrees to hold Guarantor harmless from and against any and all costs, losses, damages, claims and expenses (including but not limited to reasonable attorneys’ fees and other third-party expenses)

1

(collectively, “Losses”) incurred by Guarantor under the Guaranty from and after the date of the Master Agreement, including without limitation any of the foregoing incurred in connection with enforcing this Agreement.

(b) In the event any sums are paid by the Guarantor under or on account of the Guaranty, the Guarantor shall be entitled to immediate reimbursement from the Indemnitor for such sum, and any amount so due the Guarantor, if not paid within five (5) days after demand therefor, shall bear interest at an annual rate equal to the prime rate as published from time to time by The Wall Street Journal (or if the Wall Street Journal ceases to publish a prime rate, then the 14-day moving average closing trading price of 90 day Treasury bills), plus 2% per annum, such interest accruing daily and compounding monthly.

(c) Notwithstanding the foregoing, Guarantor shall not be entitled to indemnification or reimbursement under this Agreement for any Losses to the extent that such Losses are due to the gross negligence, fraud, intentional misrepresentation, willful misconduct, bad faith, misappropriation, or any criminal act of Guarantor.

2. In the event of a claim for indemnity or reimbursement hereunder, the Guarantor shall provide reasonable notice to the Indemnitor of the existence of any such claim, demand or other matters to which the indemnification obligations hereunder would apply, and the Guarantor agrees to give the Indemnitor a reasonable opportunity to participate in the defense of the same at the Indemnitor’s own cost and expense and with counsel of the Indemnitor’s own selection.

3. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action. In no event shall any provisions of this Agreement be deemed to be a waiver of or to be in lieu of any right or claim, including, without limitation, any right of contribution or other right of recovery, that any party to this Agreement might otherwise have against any other party to this Agreement.

4. The LAT Parties, the EL Parties, and the Guarantor hereby agree to cooperate with each other and to use good faith efforts to replace the Guaranty with a guarantee in substantially the same form as the Guaranty to be made by an Affiliate (as defined in the Master Agreement) of the LAT Parties acceptable to Lender (a “Replacement Guaranty”). If and when a Replacement Guaranty has been delivered to and accepted by Lender, this Agreement will terminate automatically solely with respect to matters first arising from and after the date of the Replacement Guaranty.

5. If any term of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.

6. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided to the parties hereto by law or by any other agreement to which the parties hereto are bound.

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7. Except as expressly set forth in Section 1(c) above, the reimbursement and indemnification obligations of Indemnitor hereunder are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations giving rise to the payment of the Losses or any agreement or instrument relating thereto, or any substitution, release or exchange of any other guarantee of or security for any obligation, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being the intent of the parties hereto that such obligations shall be absolute and unconditional under any and all circumstances. With respect to its obligations hereunder, except with respect to the notices required by this Agreement, Indemnitor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any other party exhaust any right, power or remedy or proceed against any Person.

8. The obligations of Indemnitor hereunder shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Indemnitor in respect of any obligation hereunder is rescinded or must be otherwise restored by the Person receiving such payment, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

9. This Agreement shall be binding upon each of the parties and each party’s respective executors, heirs, successors and assigns (including without limitation any entity or entities that are their respective corporate, partnership or other successors and assigns) and shall inure to the benefit of Guarantor and its successors and assigns.

10. Notices given hereunder shall be given by postage paid, registered or certified mail, return receipt requested, or by recognized national overnight courier service, to the address of Indemnitor as set forth on Schedule 2, or to such other address as Indemnitor may designate in a writing given in the manner provided in this paragraph.

11. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York (but without regard to its conflicts of laws principles other than Sections 5-1401 and 5-1402 of the New York General Obligation Law).

12. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes.

[Signatures On Following Pages]

3

IN WITNESS WHEREOF, Indemnitor and Guarantor have executed this Agreement as an instrument under seal as of the day and date first written above.

INDEMNITOR:

LANDMARK APARTMENT TRUST OF AMERICA, INC.
By:
	Name:
	Title:

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P.
By:	Landmark Apartment Trust of America, Inc.,
	its general partner
	By: _______________________________
		Name: ________________________________
		Title: _________________________________

[Signatures continue on following page]

[Indemnitor Signature Page to Loan Indemnification Agreement – [insert Property Name]]

GUARANTOR:

[Insert Signature Block of Guarantor]

By:
	Name:
	Title:

[Guarantor Signature Page to Loan Indemnification Agreement – [insert Property Name]]

SCHEDULE 1

“Guarantor” shall mean                                         , a                                         

“Property” shall mean [insert location of property]

“Lender” shall mean                                         , a                                         

“Loan” shall mean Loan from Lender to                     , a                     (“Borrower”), as evidenced by that certain [Promissory Note] dated             , by Borrower in the original principal amount of                     

“Mortgage” shall mean that certain [Deed of Trust/Mortgage] dated as of                     and affecting the Property.

“Guaranty” shall mean that certain [Guaranty Agreement] dated as of                     , by Guarantor in favor of Lender[; and Environmental Indemnification Agreement dated as of                     by Guarantor in favor of Lender]

Loan Indemnification Agreement – [insert property name] – Schedule 1

SCHEDULE 2

Notice Addresses

Indemnitor:		Guarantor:
	Landmark Apartment Trust of America, Inc.		[insert Guarantor address]
	4901 Dickens Road, Suite 101		Attention:
	Richmond, Virginia 23230		Fax:
	Attention: Stanley J. Olander, Jr.		Email:
	Fax: (804) 237-1345
	Email: jolander@atareit.com	with copies, in the case of notice, to:
			[insert additional copy address]
with copies, in the case of notice, to:			Attention:
	Hunton & Williams LLP		Fax:
	Riverfront Plaza, East Tower		Email:
	951 East Byrd Street
	Richmond, Virginia 23219
	Attention: Daniel M. LeBey, Esq.
	Fax: (804) 788-8218
	Email: dlebey@hunton.com

Loan Indemnification Agreement – [insert property name] – Schedule 2

EX-10.36

Exhibit 10.36

LOAN INDEMNIFICATION AGREEMENT

ESPLANDE APARTMENTS

This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the             day of             , 2012, by Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.), a Maryland corporation (“ATA”) and Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership, (“ATA Holdings” and, together with ATA, the “ATA Parties” or the “Indemnitor”), in favor of DeBartolo Real Estate Investments, LLC, a Florida limited liability company (the “Guarantor”).

RECITALS:

A. Pursuant to that certain Interest Contribution Agreement by and among Indemnitor and DK Esplanade, LLC, a Florida limited liability company and DK Esplanade II, LLC, a Florida limited liability company (collectively “DK”), dated as of             , 2012 (the “Agreement”), DK is contributing to ATA Holdings and ATA Holdings is accepting, all of its direct or indirect ownership interests (as applicable) (the “Contribution”) in Esplanade Apartments, LLC, a Florida limited liability company (“Owner”) to Owner of the Property.

B. The Property is currently encumbered by the Mortgage as security for the Loan.

C. Guarantor previously gave the Guaranty in order to induce Lender to make the Loan.

D. Lender has consented to the Contribution and the Loan, Mortgage, and Guaranty will remain in place after the Contribution.

E. In connection with the Contribution, Indemnitor has agreed to indemnify Guarantor for its obligations under the Guaranty, and the ATA Parties, the EL Parties, and the Guarantor have agreed to use good faith efforts to replace the Guaranty after the Contribution, all as more particularly described herein.

F. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1 attached hereto or as they appear elsewhere in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Indemnitor agrees as follows:

1

1. Indemnification and Reimbursement of Guarantor.

(a) Indemnitor, jointly and severally, hereby indemnifies and agrees to hold Guarantor harmless from and against any and all costs, losses, damages, claims and expenses (including but not limited to reasonable attorneys’ fees and other third-party expenses) (collectively, “Losses”) incurred by Guarantor under the Guaranty from and after the date of the Agreement, including without limitation any of the foregoing incurred in connection with enforcing this Agreement.

(b) In the event any sums are paid by the Guarantor under or on account of the Guaranty, the Guarantor shall be entitled to immediate reimbursement from the Indemnitor for such sum, and any amount so due the Guarantor, if not paid within five (5) days after demand therefor, shall bear interest at an annual rate equal to the prime rate as published from time to time by The Wall Street Journal (or if the Wall Street Journal ceases to publish a prime rate, then the 14-day moving average closing trading price of 90 day Treasury bills), plus 2% per annum, such interest accruing daily and compounding monthly.

(c) Notwithstanding the foregoing, Guarantor shall not be entitled to indemnification or reimbursement under this Agreement for any Losses to the extent that such Losses are due to the gross negligence, fraud, intentional misrepresentation, willful misconduct, bad faith, misappropriation, or any criminal act of Guarantor.

2. In the event of a claim for indemnity or reimbursement hereunder, the Guarantor shall provide reasonable notice to the Indemnitor of the existence of any such claim, demand or other matters to which the indemnification obligations hereunder would apply, and the Guarantor agrees to give the Indemnitor a reasonable opportunity to participate in the defense of the same at the Indemnitor’s own cost and expense and with counsel of the Indemnitor’s own selection.

3. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action. In no event shall any provisions of this Agreement be deemed to be a waiver of or to be in lieu of any right or claim, including, without limitation, any right of contribution or other right of recovery, that any party to this Agreement might otherwise have against any other party to this Agreement.

4. The ATA Parties, and the Guarantor hereby agree to cooperate with each other and to use good faith efforts to replace the Guaranty with a guarantee in substantially the same form as the Guaranty to be made by an Affiliate (as defined in the Agreement) of the ATA Parties acceptable to Lender (a “Replacement Guaranty”). If and when a Replacement Guaranty has been delivered to and accepted by Lender, this Agreement will terminate automatically solely with respect to matters first arising from and after the date of the Replacement Guaranty.

5. If any term of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.

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6. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided to the parties hereto by law or by any other agreement to which the parties hereto are bound.

7. Except as expressly set forth in Section 1(c) above, the reimbursement and indemnification obligations of Indemnitor hereunder are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations giving rise to the payment of the Losses or any agreement or instrument relating thereto, or any substitution, release or exchange of any other guarantee of or security for any obligation, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being the intent of the parties hereto that such obligations shall be absolute and unconditional under any and all circumstances. With respect to its obligations hereunder, except with respect to the notices required by this Agreement, Indemnitor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any other party exhaust any right, power or remedy or proceed against any Person.

8. The obligations of Indemnitor hereunder shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Indemnitor in respect of any obligation hereunder is rescinded or must be otherwise restored by the Person receiving such payment, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

9. This Agreement shall be binding upon each of the parties and each party’s respective executors, heirs, successors and assigns (including without limitation any entity or entities that are their respective corporate, partnership or other successors and assigns) and shall inure to the benefit of Guarantor and its successors and assigns.

10. Notices given hereunder shall be given by postage paid, registered or certified mail, return receipt requested, or by recognized national overnight courier service, to the address of Indemnitor as set forth on Schedule 2, or to such other address as Indemnitor may designate in a writing given in the manner provided in this paragraph.

11. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York (but without regard to its conflicts of laws principles other than Sections 5-1401 and 5-1402 of the New York General Obligation Law).

12. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes.

3

SIGNATURE PAGES FOLLOW IMMEDIATELY HEREINAFTER.

4

IN WITNESS WHEREOF, Indemnitor and Guarantor have executed this Agreement as an instrument under seal as of the day and date first written above.

INDEMNITOR:

LANDMARK APARTMENT TRUST OF AMERICA, INC.

By:
	Name:
	Title:

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P.

By: Apartment Trust of America, Inc., its general partner

By:
	Name:
	Title:

[Signatures continue on following page]

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GUARANTOR:

DEBARTOLO REAL ESTATE INVESTMENTS, LLC, a

Florida limited liability company

By: DEBARTOLO DEVELOPMENT, LLC, its Manager

By:
	Edward M. Kobel, Manager

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SCHEDULE 1

“Guarantor” shall mean DeBartolo Real Estate Investments, LLC, a Florida limited liability company.

“Lender” shall mean Federal Home Loan Mortgage Corporation.

“Loan” shall mean Loan from Lender to Esplanade Apartments, LLC, a Florida limited liability company (“Borrower”), as evidenced by that certain Promissory Note dated November 21, 2011, by Borrower in the original principal amount of $9,150,000.00.

“Mortgage” shall mean that certain Mortgage dated as of November 21, 2011 and affecting the Property.

“Guaranty” shall mean that certain Guaranty Agreement dated as of November 21, 2011, by Guarantor in favor of Lender.

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SCHEDULE 2

Notice Addresses

Indemnitor:	Guarantor:
Apartment Trust of America, Inc.	DeBartolo Real Estate Investments, LLC
4901 Dickens Road, Suite 101	15436 N. Florida Avenue
Richmond, Virginia 23230	Suite 200
Attention: Stanley J. Olander, Jr.	Tampa, Florida 33613
Fax: (804) 237-1345	Attention: James D. Palermo, Esquire
Email. jolander@atareit.com	Fax: (813) 908-2206
	Email: jpalermo@DeBartoloHoldings.com
with copies, in the case of notice, to:	with copies, in the case of notice, to:
Hunton & Williams LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Attention: Daniel M. LeBey, Esq. Fax: (804) 788-8218 Email: dlebey@hunton.com	GrayRobinson, P. A. 201 N. Franklin Street Suite 2200 Tampa, Florida 33602 Attention: Michael J. Nolan, Esquire Fax: (813) 273-5145 Email: michael.nolan@gray-robinson.com

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