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): July 1, 2013

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: Not Applicable

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 July 1, 2013, Landmark Apartment Trust of America, Inc. (the “Company”) and Landmark Apartment Trust of America Holdings, LP, the Company’s operating partnership (the “Operating Partnership” and together with the Company, the “LATA Parties”), entered into a series of definitive agreements that collectively set forth the terms and conditions pursuant to which the LATA Parties agreed to:

• acquire from Elco Landmark Residential Holdings LLC (“EL”) and Elco Landmark Residential Holdings II, LLC (“EL II”, and together with EL, the “EL Entities”) and certain of their affiliates (together with the EL Entities, the “Affiliated Entities”) a portfolio of seven multifamily apartment communities (the “Contributed Properties”), containing an aggregate of 1,982 units, in a transaction pursuant to which the Affiliated Entities assigned, sold or contributed (or caused to be assigned, sold or contributed), as applicable, 100% of the outstanding equity interests in each entity that owns, directly or indirectly, the Contributed Properties (each such entity, a “Contributed Entity”), in exchange for aggregate consideration valued at approximately $129,467,918, consisting of approximately (i) 1,200,000 in common units of limited partnership interest in the Operating Partnership (the “Common Units”), valued at $8.15 per unit, for an aggregate of $9,780,000 (subject to prorations related to standard and customary prorated amounts arising in connection with the acquisition of the Contributed Properties); (ii) $30,511,314 paid in cash; and (iii) approximately $89,176,604 in new debt or assumed indebtedness encumbering the Contributed Properties (based on principal amounts outstanding as of June 30, 2013);

• issue and sell to 2335887 Limited Partnership (the “OPTrust Cash Investor”), an affiliate of OPSEU Pension Trust (“OPTrust”), 1,840,491 shares of the Company’s common stock (“Common Stock”) for $15.0 million in cash; and

• issue and sell to MB Equity Holdings, Inc., an unaffiliated British Virgin Islands corporation (“MB Equity”, and together with the OPTrust Cash Investor, the “Cash Investors”), 214,724 shares of Common Stock for $1.75 million in cash.

Joseph G. Lubeck and Michael Salkind, two of the Company’s directors, are affiliated with the EL Entities, and Robert A.S. Douglas, another of the Company’s directors, is affiliated with the OPTrust Cash Investor, and, as a result, they each may have a financial interest in the transactions disclosed herein. Accordingly, the transactions were approved by the Board of Directors of the Company (the “Board”), with Messrs. Lubeck, Salkind and Douglas abstaining, based upon the recommendation of a special committee of the Board which was comprised solely of independent and disinterested directors.

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

Master Contribution and Assignment Agreement

On July 1, 2013, the LATA Parties entered into a Master Contribution and Assignment Agreement (the “Master Contribution Agreement”) with the EL Entities which sets forth all of the material terms and conditions relating to the transactions primarily involving the acquisition of the Contributed Properties described above. The Master Contribution Agreement includes as exhibits and schedules the following:

• the form of Interest Contribution Agreement, pursuant to which the Operating Partnership acquired certain of the membership interests of the Contributed Entities;

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• the form of Assignment and Assumption of Purchase Agreement, pursuant to which the Operating Partnership acquired the right and obligation to purchase, for cash, the remaining membership interests of the Contributed Entities;

• the Common Stock Purchase Agreement relating to the investment by the Cash Investors in the Common Stock and a form of Registration Rights Agreement thereunder, pursuant to which the Company granted certain registration rights to the OPTrust Cash Investor in connection with its investment in the Company;

• joinder to that certain Registration Rights Agreement, dated August 3, 2012 (the “Original Registration Rights Agreement”), pursuant to which the Company will grant certain registration rights to the contributors of the Contributed Entities with respect to the shares of Common Stock that will be issuable to them upon the redemption or conversion of their Common Units and any other shares of Common Stock issued or issuable to them in connection with the transactions contemplated by the Master Contribution Agreement;

• the Tax Protection Agreement that the LATA Parties entered into with the OPTrust Cash Investor in connection with the contribution transactions contemplated by the Master Contribution Agreement and the applicable Interest Contribution Agreement; and

• various ancillary agreements, schedules and documents relating to the transactions contemplated by the Master Contribution Agreement.

The Master Contribution Agreement contains customary representations and warranties made by the EL Entities (jointly and severally) pertaining to the EL Entities themselves as well as the Contributed Entities and the Contributed Properties. The LATA Parties (jointly and severally) also made standard and customary representations and warranties to the EL Entities (for the benefit of the EL Entities and the contributors of the Contributed Entities).

The Master Contribution Agreement provides for an initial closing on the date of the Master Contribution Agreement pursuant to which a general closing occurred with respect to the transactions contemplated thereby, Additionally, closings with respect to the acquisition of four of the Contributed Properties occurred on July 1, 2013, and closings with respect to two of the Contributed Properties occurred on July 3, 2013. The Master Contribution Agreement contemplates subsequent closings following the initial closing and the parties thereto anticipate that the acquisition of the seventh Contributed Property (the Avondale Property) will close on or before July 31, 2013. The closing of the acquisition of the Avondale Property is expected to occur as the required lender consents are obtained. 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 acquisition of the Avondale Property.

The foregoing summary description of the material terms of the Master Contribution Agreement is qualified in its entirety by the actual terms of the agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Interest Contribution Agreements

Concurrently with the execution of the Master Contribution Agreement on July 1, 2013, the LATA Parties entered into five separate Interest Contribution Agreements with the owners of certain interests of each Contributed Entity, pursuant to which the Operating Partnership acquired, and such owners contributed and sold, their interests in each of the Contributed Entities. The aggregate consideration under the Interest Contribution Agreements in connection with the acquisition of six of the Contributed Properties is valued at approximately $2,787,585 and consists of an aggregate of 342,035 Common Units (subject to prorations related to standard and customary prorated amounts arising in connection with the acquisition of the Contributed Properties). The Operating Partnership intends to issue additional Common Units in connection with the anticipated acquisition of the Avondale Property.

Each of the Interest 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 LATA Parties. Closing of the transactions contemplated by the Interest Contribution Agreements occurred simultaneously with the initial closing contemplated by the Master Contribution Agreement.

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The foregoing summary description of the material terms of the Interest Contribution Agreements is qualified in its entirety by the actual terms of the Interest Contribution Agreements, copies of which are filed as Exhibit 10.2 through Exhibit 10.5, inclusive, to this Current Report on Form 8-K and are incorporated herein by reference.

Assignment and Assumption of Purchase Agreements

Concurrently with the execution of the Master Contribution Agreement and the Interest Contribution Agreements, on July 1, 2013, the Operating Partnership entered into separate Assignment and Assumption of Purchase Agreements with EL, certain Affiliated Entities and MB Equity (as applicable), pursuant to which the Operating Partnership assumed the right and obligation to purchase, for cash, the remaining equity interests of the Contributed Entities that it did not acquire pursuant to the Interest Contribution Agreements. In consideration for the assignment of the separate Assignment and Assumption of the Purchase Agreements, the Operating Partnership issued, in the aggregate 821,217 Common Units, for an aggregate of $6,692,918, to the assignors as consideration for these assignments.

Each of the Assignment and Assumption of Purchase Agreements contains customary representations and warranties by the assignors with respect to their rights and interests in the applicable purchase agreements, including the enforcement of, and lack of, default under such purchase agreements.

The foregoing summary description of the material terms of the Assignment and Assumption of Purchase Agreements is qualified in its entirety by the actual terms of the Assignment and Assumption of Purchase Agreements, copies of which are filed as Exhibit 10.6 through Exhibit 10.8, inclusive, to this Current Report on Form 8-K and are incorporated herein by reference.

Tax Protection Agreement

The contribution of the equity interests of the Contributed Entities and the assignment of the separate Assignment and Assumption of the Purchase Agreements to the Operating Partnership in exchange for Common Units contemplated by the Master Contribution Agreement and the Interest Contribution Agreements are intended to be treated, in whole or in part, for federal income tax purposes as tax-deferred contributions to the Operating Partnership. In connection with the transactions contemplated by the Interest Contribution Agreements, the LATA Parties entered into a Tax Protection Agreement with Elco LR OPT II REIT LP (“Elco LR OPT Contributor”) and Elco LR OPT II LP (the “JV Entity”).

The Tax Protection Agreement is intended to protect Elco LR OPT Contributor against receiving special allocations of taxable “built-in” gain under the Internal Revenue Code of 1986, as amended (the “Code”) upon a future disposition by the Operating Partnership of certain real estate properties known as Lexington on the Green and Caveness Farms or the purchase contracts associated with such properties (the “Applicable Properties”). Accordingly, the Tax Protection Agreement will obligate the Operating Partnership to indemnify Elco LR OPT Contributor for its tax liabilities attributable to any such triggered built-in gain with respect to the Applicable Properties. The obligation to indemnify Elco LR OPT Contributor will terminate on the seventh anniversary of the closing of the acquisition, provided that such obligation terminates earlier on the date on which Elco LR OPT Contributor ceases to own, in the aggregate, 50% or more of the Common Units issued in connection with this transaction or upon a final determination by tax authorities that no part of the contribution transaction qualified as a tax-deferred contribution. The required indemnification will decrease ratably over the course of each year of the seven-year term of the agreement. 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. At any time during the term of the Tax Protection Agreement, the JV Entity may “put” the ownership interests in Elco LR OPT Contributor to the Company for consideration payable in shares of Common Stock, as provided in the tax protection agreement.

The foregoing summary description of the Tax Protection Agreement is qualified in its entirety by the actual terms of the Tax Protection Agreement, the form of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and is incorporated herein by reference.

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Common Stock Purchase Agreement

Concurrently with the execution and delivery of the Master Contribution Agreement, on July 1, 2013, the Company entered into a Common Stock Purchase Agreement with the Cash Investors, pursuant to which the Company issued and sold, and the applicable Cash Investor purchased, for cash, 2,055,215 shares of Common Stock for an aggregate purchase price of $16.75 million, as follows: (i) with respect to the OPTrust Cash Investor, 1,840,491 shares of Common Stock, at a price of $8.15 per share, for an aggregate purchase price of $15 million; and (ii) with respect to MB Equity, 214,724 shares of Common Stock, at a price of $8.15 per share, for an aggregate purchase price of $1.75 million. The cash proceeds from the sale of the Common Stock have been or will be used by the LATA Parties to finance the acquisition of the Contributed Properties and related expenses.

The Common Stock Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. Additionally, in the Common Stock Purchase Agreement, the Company makes certain representations and warranties to the Cash Investors that are substantially similar to, and in certain cases the same as, the representations and warranties made to it by the EL Entities in the Master Contribution Agreement regarding the EL Entities, the Contributed Entities and Contributed Properties. The representations and warranties of the parties to the Common Stock Purchase Agreement survive for one year following the date of the Common Stock Purchase Agreement, except for certain fundamental representations and warranties of the Company, which survive closing indefinitely. The covenants set forth in the Common Stock Purchase Agreement survive the closing indefinitely.

The Common Stock Purchase Agreement also contains a “put” provision in favor of the OPTrust Cash Investor. Pursuant to the put provision, if the acquisition of the Avondale Property fails to occur by August 30, 2013 (unless the OPTrust Cash Investor and the Company extend such date), then the OPTrust Cash Investor has the right to require the Company to purchase (A) shares of Common Stock issued to the OPTrust Cash Investor under the Common Stock Purchase Agreement and (B) Common Units issued to the JV Entity under one of the Assignment and Assumption of Purchase Agreements (the Common Stock and the Common Units to be purchased pursuant to the put right are collectively referred to herein as the “Put Securities”). The number of shares of Common Stock and Common Units that the Company will purchase is determined by multiplying (I) the number of shares of Common Stock and Common Units received by the OPTrust Cash Investor and the JV Entity, respectively, by (II) a ratio based on the aggregate equity value of the Avondale Property divided by the aggregate equity value of all the Contributed Properties. The Common Stock Purchase Agreement provides that the purchase price for the Put Securities will be determined by multiplying the number of shares of Common Stock purchased pursuant to the put right by $8.15. This put right will expire upon the earlier of the consummation of the closing of the Avondale Property or November 28, 2013, subject to certain extension provisions.

The foregoing summary description of the material terms of the Common Stock Purchase Agreement is qualified in its entirety by the actual terms of the Common Stock Purchase Agreement, a copy of which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.

Joinder to Original Registration Rights Agreement and Registration Rights Agreement

In connection with the transactions contemplated by the Master Contribution Agreement, the Interest Contribution Agreements and the Assignment and Assumption of Purchase Agreements, on July 1, 2013, the Company entered into joinders to the Original Registration Rights Agreement for the benefit of the holders of the Common Units issued pursuant to the Interest Contribution Agreements and the Assignment and Assumption of Purchase Agreements and any shares of the Common Stock issued or issuable to them in connection with the transactions contemplated by the Master Contribution Agreement. Accordingly, the holders of such Common Units were granted demand and piggyback registration rights under the Original Registration Rights Agreement.

On July 1, 2013, the Company also entered into a Registration Rights Agreement for the benefit of the OPTrust Cash Investor with respect to the shares of Common Stock that were issued pursuant to the Common Stock Purchase Agreement and any shares of Common Stock issuable upon the redemption or conversion of Common Units issued to the OPTrust Cash Investor pursuant to one of the Assignment and Assumption of Purchase Agreements. The Registration Rights Agreement provides for demand and piggyback registration rights. The Registration Rights Agreement has been filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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Item 2.01 Completion of Acquisition or Disposition of Assets

Completed Acquisitions of Contributed Properties

Grand Terraces Property and Stanford Reserve Property

On July 1, 2013, the Company, through its Operating Partnership, acquired 100% of the membership interests in EPCR Investors, LLC, which owns as its sole assets entities which own two of the Contributed Properties (the Grand Terraces Property and the Stanford Reserve Property). EPCR Investors, LLC was subsequently merged with and into the Operating Partnership, as the surviving entity. The Grand Terraces Property was acquired in exchange for consideration valued at approximately $15,750,000 (subject to prorations and adjustments), including (i) 37,665 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $306,973; (ii) $2,416,200 paid in cash; and (ii) new indebtedness to pay off the existing mortgage indebtedness in the amount of approximately $12,687,174 as of the date of the Master Contribution Agreement. The Grand Terraces Property is an apartment community located in Charlotte, North Carolina, comprised of approximately 243,000 rentable square feet containing 240 units. As of July 1, 2013, the Grand Terraces Property was 96.7% occupied.

The Operating Partnership drew from the Company’s credit facility with Bank of America, N.A., as administrative agent, and Citibank, N.A., as syndication agent (the “Credit Facility”), the remaining undrawn amount of $15,737,690 in order to bring the amount outstanding under the Credit Facility to the maximum amount of $130,000,000. A portion of that draw was used to pay off the existing loan on the Grand Terraces Property in the approximate amount of $12,687,174. The terms of the Credit Facility are further described in, and remain substantially unchanged from, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2013 and the amendment to the Credit Facility described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2013. Crown Ridge Partners, LLC joined the Credit Facility as a subsidiary guarantor and pledged the Grand Terraces Property as collateral security for the Credit Facility. As of July 1, 2013, the amount outstanding under the Credit Facility was $130,000,000.

The Stanford Reserve Property was acquired in exchange for consideration valued at approximately $15,100,000 (subject to prorations and adjustments), including (i) 76,089 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $620,122; (ii) $2,416,200 paid in cash; and (iii) the assumption of existing mortgage indebtedness in the amount of approximately $11,646,229 as of the date of the Master Contribution Agreement. The Stanford Reserve Property is an apartment community located in Charlotte, North Carolina, comprised of approximately 300,000 rentable square feet containing 310 units. As of July 1, 2013, the Stanford Reserve Property was 95.8% occupied.

The mortgage indebtedness assumed in connection with the acquisition of the Stanford Reserve Property is a fixed rate loan currently held in a CMBS pool and serviced by Berkadia Commercial Mortgage LLC, as master servicer. The loan had an outstanding principal balance as of July 1, 2013 of $11,646,229.46 and an interest rate equal to 5.68%. The loan matures on April 1, 2015.

Courtyards on the River

On July 1, 2013, the Company, through its Operating Partnership, acquired 100% of the membership interests in Sonoma Partners DE, LLC, which owns as its sole asset one of the Contributed Properties (the Courtyards on the River Property), in exchange for aggregate consideration valued at approximately $16,250,000 (subject to prorations and adjustments), including (i) 44,627 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $363,707 (subject to adjustment based on prorations); (ii) approximately $3,918,549 paid in cash; and (iii) the assumption of existing mortgage indebtedness in the amount of approximately $11,836,260 as of the date of the Master Contribution Agreement. The Courtyards on the River Property is an apartment community located in Tampa, Florida, comprised of approximately 296,000 rentable square feet containing 296 units. As of July 1, 2013, the Courtyards on the River Property was 93.6% occupied.

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The mortgage indebtedness assumed in connection with the acquisition of the Courtyards on the River Property is a fixed rate loan currently held in a CMBS pool and serviced by Wells Fargo Bank, National Association, as master servicer. The loan matures on November 1, 2020 and has an interest rate equal to 4.49%.

Fountain Oaks Property

On July 1, 2013, the Company, through its Operating Partnership, acquired 100% of the membership interests in Royal Green Partners, LLC, which owns as its sole asset one of the Contributed Properties (the Fountain Oaks Property), in exchange for aggregate consideration valued at approximately $7,000,000 (subject to prorations and adjustments), including (i) 1,848 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $15,604; (ii) $266,527 paid in cash; and (iii) new indebtedness to pay off the existing mortgage indebtedness in the amount of approximately $5,400,000 as of the date of the Master Contribution Agreement. The Fountain Oaks Property is an apartment community located in Jacksonville, Florida, comprised of approximately 132,000 rentable square feet containing 160 units. As of July 1, 2013, the Fountain Oaks Property was 91.3% occupied.

The new indebtedness obtained by Royal Green Partners, LLC in connection with the acquisition of the Fountains Oak Property consists of a loan in the amount of up to $5,900,000 (of which $5,400,000 was funded at closing) pursuant to a loan agreement between Royal Green Partners, LLC, as borrower, the Company, as guarantor of the loan, and USAmeriBank, a Florida banking corporation. The loan has a fixed annual interest rate equal to 4.50% and matures on July 1, 2016.

Caveness Farms Property and Lexington on the Green Property

On July 3, 2013, the Company, through its Operating Partnership, acquired 100% of the membership interests in FairCave Investors, LLC, which owns as its sole assets entities which own two of the Contributed Properties (the Caveness Farms Property and the Lexington on the Green Property). FairCave Investors, LLC was subsequently merged with and into the Operating Partnership, as the surviving entity. The Caveness Farms Property was acquired in exchange for aggregate consideration valued at approximately $26,675,000 (subject to prorations and adjustments), including (i) 90,060 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $733,989; (ii) approximately $6,724,452 paid in cash; and (iii) the assumption of existing mortgage indebtedness in the amount of approximately $18,774,097 as of the date of the Master Contribution Agreement. The Caveness Farms Property is an apartment community located in Wake Forest, North Carolina, comprised of approximately 309,000 rentable square feet containing 288 units. As of July 1, 2013, the Caveness Farms Property was 96.5% occupied.

The mortgage indebtedness assumed in connection with the acquisition of the Caveness Farm Property is a fixed rate loan currently held in a CMBS pool and serviced by Wells Fargo Bank, National Association, as master servicer. The loan matures on October 1, 2020 and has an interest rate equal to 4.75%.

The new indebtedness obtained by the Operating Partnership in connection with the acquisition of the Caveness Farms Property consists of a second lien supplemental loan in the amount of approximately $3,328,000 pursuant to a multifamily loan and security agreement between Caveness Partners, LLC and Grandbridge Real Estate Capital, LLC. The loan has an annual fixed interest rate equal to 5.3% and matures on October 1, 2020.

The Lexington on the Green Property was acquired in exchange for aggregate consideration valued at approximately $23,500,000 (subject to prorations and adjustments), including (i) 91,746 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $747,729; (ii) approximately $2,026,340 paid in cash; and (iii) the assumption of existing mortgage indebtedness in the amount of approximately $18,353,011 as of the date of the Master Contribution Agreement. The Lexington on the Green Property is an apartment community located in Raleigh, North Carolina, comprised of approximately 379,000 rentable square feet containing 384 units. As of July 1, 2013, the Lexington on the Green Property was 97.7% occupied.

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The mortgage indebtedness assumed in connection with the acquisition of the Lexington on the Green Property is a fixed rate loan currently held in a CMBS pool and serviced by Wells Fargo Bank, National Association, as master servicer, and Berkadia Commercial Mortgage LLC, as sub-servicer. The loan matures on January 1, 2018 and has an annual interest rate equal to 5.26%.

In evaluating the acquisitions described above and determining the appropriate amount of consideration to be paid, the Company considered a variety of factors, including property condition reports, tenant rent rolls, property location, visibility and access, age of the property, physical condition and curb appeal, review of an independent third-party appraisal, neighboring property uses, local market conditions, including vacancy rates, area demographics, including average household income, neighborhood growth patterns and economic conditions, and the presence of demand generators. The Company believes the properties are adequately insured.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the unregistered sale or issuance by the Company or the Operating Partnership, as the case may be, of (i) the Common Stock pursuant to the Common Stock Purchase Agreement to the Cash Investors and (ii) the 1,163,252 Common Units pursuant to the Interest Contribution Agreements and the Assignment and Assumption of Purchase Agreements is incorporated by reference herein. The Operating Partnership intends to issue additional Common Units in connection with the anticipated acquisition of the Avondale Property. The Common Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership and will, following a 12-month holding period, become redeemable in exchange for either shares of Common Stock on a one-for-one basis or cash.

The shares of Common Stock issued under the Common Stock Purchase Agreement and the Common Units issued pursuant to the Interest Contribution Agreements and the Assignment and Assumption Agreements were issued by the Company and the Operating Partnership, as applicable, in one or more private placements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

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Item 8.01 Other Events

Acquisition of Barton Creek Property

On June 28, 2013, the Company, through the Operating Partnership, and pursuant to an Agreement for Purchase and Sale of Real Property and Escrow Instructions between the Operating Partnership and Mission Barton Creek, DST, purchased (through a wholly-owned subsidiary of the Operating Partnership known as LAT Barton Creek, LLC) the multifamily residential apartment project known as Mission Barton Creek (the Barton Creek Property). A new mortgage loan was obtained in connection with the purchase in the original amount of $26,250,000. The Barton Creek Property is an apartment community in Austin, Texas, comprised of approximately 225,000 rentable square feet and containing 298 units. As of June 28, 2013, the Barton Creek Property was 98.3% occupied.

The new mortgage loan obtained in connection with the purchase of the Barton Creek Property consists of a loan in the original principal amount of $26,250,000 pursuant to a multifamily loan and security agreement between LAT Barton Creek, LLC and Wells Fargo Bank, National Association. Interest accrues on the loan at an adjustable rate equal to a 1-month LIBOR plus 255 basis points, and the loan matures on July 1, 2020. In connection with the loan, LAT Barton Creek, LLC entered into a rate cap agreement to put a cap on LIBOR effectively capping the interest rate at 5.75%.

Acquisition of the University Place Property

On June 28, 2013, the Company, through the Operating Partnership, purchased (through a wholly-owned subsidiary of the Operating Partnership known as LAT University Place, LLC) the multifamily residential apartment property known as Mission University Place (the University Place Property). A new mortgage loan was obtained in connection with the purchase in the original amount of $14,600,000. The University Place Property is an apartment community in Charlotte, North Carolina, comprised of approximately 244,000 rentable square feet and containing 276 units. As of June 28, 2013, the University Place Property was 94.9% occupied.

The new mortgage loan obtained in connection with the purchase of the University Place Property consists of a loan in the principal amount of $14,600,000 pursuant to a multifamily loan and security agreement between LAT University Place, LLC and PNC Bank, National Association. Interest accrues on the loan at an adjustable rate equal to a 1-month LIBOR plus 262 basis points, and the loan matures on July 1, 2023. In connection with the loan, LAT University Place, LLC entered into a rate cap agreement to put a cap on LIBOR effectively capping the interest rate at 6.51%.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Since it is impracticable to provide the required financial statements for the acquired real properties described in Item 2.01 above at the time of this filing, and no financial statements (audited or unaudited) are available at this time, the Company hereby confirms that such financial statements, to the extent required, will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the deadline for filing this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

See paragraph (a) above.

(c) Shell Company Transactions

None.

(d) Exhibits

The agreements included as exhibits to this Current Report on Form 8-K are intended to provide 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:

• 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;

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• 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 on Form 8-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit Number	Description
4.1	Registration Rights Agreement, dated July 1, 2013 by and between Landmark Apartment Trust of America, Inc. and 2335887 Limited Partnership
10.1	Master Contribution Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., Landmark Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC
10.2	Interest Contribution Agreement, dated July 1, 2013 (Grand Terraces and Stanford Reserve)
10.3	Interest Contribution Agreement, dated July 1, 2013 (Fountain Oaks)
10.4	Interest Contribution Agreement, dated July 1, 2013 (Courtyards on the River)
10.5	Interest Contribution Agreement, dated July 1, 2013 (Caveness and Lexington)
10.6	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between Elco LR OPT II REIT LP and Landmark Apartment Trust of America Holdings, LP
10.7	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between MB Equity Holdings Inc. and Landmark Apartment Trust of America Holdings, LP
10.8	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between Elco Landmark Residential Holdings, LLC and Landmark Apartment Trust of America Holdings, LP
10.9	Tax Protection Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., Landmark Apartment Trust of America Holdings, LP, Elco LR OPT II REIT LP and Elco LR OPT II LP
10.10	Common Stock Purchase Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., 2335887 Limited Partnership and MB Equity Holdings, Inc., as the purchasers, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II, LLC

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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.

July 8, 2013	Landmark Apartment Trust of America, Inc.
	By:	/s/ B. Mechelle Lafon
	Name:	B. Mechelle Lafon
	Title:	Assistant Chief Financial Officer, Treasurer and Secretary

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Exhibit Index

Exhibit Number	Description
4.1	Registration Rights Agreement, dated July 1, 2013 by and between Landmark Apartment Trust of America, Inc. and 2335887 Limited Partnership
10.1	Master Contribution Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., Landmark Apartment Trust of America Holdings, LP, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC
10.2	Interest Contribution Agreement, dated July 1, 2013 (Grand Terraces and Stanford Reserve)
10.3	Interest Contribution Agreement, dated July 1, 2013 (Fountain Oaks)
10.4	Interest Contribution Agreement, dated July 1, 2013 (Courtyards on the River)
10.5	Interest Contribution Agreement, dated July 1, 2013 (Caveness and Lexington)
10.6	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between Elco LR OPT II REIT LP and Landmark Apartment Trust of America Holdings, LP
10.7	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between MB Equity Holdings Inc. and Landmark Apartment Trust of America Holdings, LP
10.8	Assignment and Assumption of Purchase Agreement, dated July 1, 2013, by and between Elco Landmark Residential Holdings, LLC and Landmark Apartment Trust of America Holdings, LP
10.9	Tax Protection Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., Landmark Apartment Trust of America Holdings, LP, Elco LR OPT II REIT LP and Elco LR OPT II LP
10.10	Common Stock Purchase Agreement, dated July 1, 2013, by and among Landmark Apartment Trust of America, Inc., 2335887 Limited Partnership and MB Equity Holdings, Inc., as the purchasers, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II, LLC

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EX-4.1

Exhibit 4.1

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), is made and entered into as of July 1, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”) and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the “Investor”).

WHEREAS, the Company and the Investor are parties to a Common Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), pursuant to which the Investor has acquired shares of Common Stock (as defined below).

WHEREAS, the Company and Elco LR OPT II REIT LP, a Delaware limited partnership (“Elco LR”), are parties to an Assignment and Assumption Agreement of even date herewith (the “Assignment and Assumption Agreement”), pursuant to which Elco LR has acquired OPUs (as defined below) that are redeemable in exchange for either cash or shares of Common Stock pursuant to the terms of the operating partnership agreement of Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership and the Company’s operating partnership (the “Operating Partnership”).

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement and the other Transactions Documents (as defined in the Purchase Agreement), and pursuant to the terms of the Purchase Agreement and the other Transaction Documents, the parties desire to enter into this Agreement in order to grant certain registration rights to the Investor 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.

“Assignment and Assumption Agreement” has the meaning set forth in the recitals.

“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).

“Elco LR” 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.

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

“OP Agreement” means the agreement of limited partnership of the Operating Partnership, as amended and in effect from time to time.

“OPU” means a limited partnership interest in the Operating Partnership.

“Parity Securities” has the meaning set forth in Section 10.

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“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 acquired by the Investor pursuant to the Purchase Agreement, (b) any shares of Common Stock acquired by the Investor after the date hereof in respect of or in lieu of the OPUs that were issued pursuant to the Assignment and Assumption Agreement, including upon the exercise or exchange of the OPUs or in connection with any merger, consolidation or other transaction, 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 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.

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“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 Registrable Securities for which registration is requested must be at least $10 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 one (1) time 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 any 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

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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 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

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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 plan, a registration related to a corporation reorganization or other transaction on

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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 Stock that can be sold in such offering and/or that the number of shares of

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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 2(b) or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all

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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 the holders of a majority of the 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;

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(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 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);

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(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;

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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; and

(r) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

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 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

13

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 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

14

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 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

15

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;

(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

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(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 Investor acknowledges 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 (A) the Purchase Agreement, (B) the Securities Purchase Agreement, dated as of August 3, 2012, by and among the Company, OPTrust, DK Landmark, LLC, a Florida limited liability company, and Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”), (C) the Master Contribution and Recapitalization Agreement, dated as of August 3, 2012, by and among the Company, ELRH and the other parties thereto, (D) the Securities Purchase Agreement, dated as of February 27, 2013, by and between the Company and OPTrust and (E) the Master Contribution Agreement, dated as of July 1, 2013, by and among the Company, ELRH and the other parties thereto; 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.

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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 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):

Morris, Manning & Martin, LLP

3343 Peachtree Road NE, Suite 1600

Atlanta, GA 30326

Attention: Lauren B. Prevost, Esq.

Facsimile No: (404) 365-9532

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

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.

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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. The 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 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.

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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.

LANDMARK APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander

Name: Stanley J. Olander

Title: Chief Executive Officer

(Signature page to Registration Rights Agreement relating to Common Stock 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 Common Stock Purchase Agreement)

EX-10.1

Exhibit 10.1

Execution Version

MASTER CONTRIBUTION AND ASSIGNMENT

AGREEMENT

BY AND AMONG

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC

AND

ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC

JULY 1, 2013

TABLE OF CONTENTS

ARTICLE I CONTRIBUTION TRANSACTIONS		3
1.1	Contribution Transactions	3
1.2	No Representations	4
1.3	Release	5
ARTICLE II CONSIDERATION; APPORTIONMENTS AND OTHER ADJUSTMENTS		6
2.1	Consideration	6
2.2	Apportionments, etc.	6
ARTICLE III TITLE AND OTHER PROPERTY RELATED MATTERS		6
3.1	Title Matters	6
3.2	Excluded Liabilities	7
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO THE EL ENTITIES		7
4.1	Organization; Capacity; Power	8
4.2	Authorization of Agreements; Enforceability	8
4.3	Governmental Filings and Authorizations	9
4.4	Other Third Party Approvals and Consents	9
4.5	Contravention	9
4.6	Brokerage Fees	9
4.7	Litigation	9
4.8	Solvency	10
4.9	Foreign Corrupt Practices Act	10
4.10	Money Laundering Laws	10
4.11	OFAC	10
ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO THE CONTRIBUTED ENTITIES, THE PROPERTIES AND THE LP PURCHASE AGREEMENTS		10
5.1	Organization and Authorization; No Conflicts	10
5.2	Capitalization; Title to Contributed Entities	11
5.3	Absence of Defaults and Conflicts; Consents and Approvals	11
5.4	Subsidiaries and Investments	12
5.5	Absence of Undisclosed Liabilities	12
5.6	Taxes	13
5.7	Absence of Certain Changes or Events	14
5.8	Real Property. With respect to each Contributed Property:	14
5.9	FF&E	15
5.10	Contracts. With respect to each Contributed Property:	16
5.11	Litigation	16
5.12	Environmental Matters	16

5.13	Employees	16
5.14	Construction Contracts; Mechanics’ Liens	16
5.15	Loan Documents	17
5.16	Special Assessments	17
5.17	Affiliate Transactions	17
5.18	Patriot Act	17
5.19	Possession of Licenses and Permits	18
5.20	Condition of Properties	18
5.21	Access and Utilities	19
5.22	Rent-Ready	19
5.23	Brokerage Fees	19
5.24	Insurance	19
5.25	Foreign Corrupt Practices Act	19
5.26	Solvency	20
5.27	LP Purchase Agreements	20
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE LATA PARTIES		20
6.1	SEC Reports; Financial Statements	20
6.2	No Material Adverse Change in Business	21
6.3	Good Standing of LATA and LATA Holdings	21
6.4	Good Standing of Subsidiaries	22
6.5	Capitalization	22
6.6	Authorization of Agreement; Enforceability	23
6.7	Absence of Defaults and Conflicts	23
6.8	Absence of Proceedings	24
6.9	Accuracy of Descriptions	24
6.10	Possession of Intellectual Property	24
6.11	Absence of Further Requirements	25
6.12	Possession of Licenses and Permits	25
6.13	Accounting Controls and Disclosure Controls	25
6.14	Tax Returns and Payment of Taxes	25
6.15	Insurance	26
6.16	REIT Qualification	26
6.17	ERISA	26
6.18	Absence of Labor Dispute	26
6.19	Foreign Corrupt Practices Act	27
6.20	Money Laundering Laws	27
6.21	OFAC	27
6.22	Partnership Agreement	27
6.23	Brokerage Commissions and Finder’s Fees	27
6.24	No Consents	27
ARTICLE VII COVENANTS AND OTHER AGREEMENTS		28
7.1	Access to Information	28
7.2	Conduct of LATA Business Pending the Final Closing	28
7.3	Interim Operation of the Contributed Properties	29
7.4	Fulfillment of Conditions; Consents; Lender Approvals	30

7.5	Notice	32
7.6	Further Assurances	32
7.7	Publicity; Disclosure	32
7.8	SEC Compliance	32
7.9	Tax Protection	33
7.10	Registration Rights Agreement	34
7.11	Contribution Structure Chart	34
ARTICLE VIII TAX MATTERS		34
8.1	Tax Matters	34
8.2	Allocation of Taxes	35
8.3	Cooperation	35
8.4	Tax Returns	36
8.5	Claims; Tax Proceedings	36
8.6	Certain Tax Elections	37
8.7	Other Treatment	37
8.8	Other Provisions	37
8.9	Survival	37
8.10	Transfer Taxes	37
ARTICLE IX CLOSINGS		38
9.1	Closings	38
9.2	Closing deliveries by the LATA Parties	38
9.3	Closing deliveries by the EL Entities	39
ARTICLE X CONDITIONS PRECEDENT		40
10.1	Conditions Precedent to the Obligations of the EL Entities at Each Closing	40
10.2	Conditions Precedent to the Obligations of the LATA Parties at Each Closing	41
ARTICLE XI TERMINATION		43
11.1	Termination	43
11.2	Effect of Termination	44
11.3	Fees and Expenses	44
ARTICLE XII GENERAL PROVISIONS		44
12.1	Limited Survival of Representations, Warranties, Covenants and Agreements	44
12.2	Notices	44
12.3	Severability	45
12.4	Amendment	45
12.5	Parties in Interest	46
12.6	Governing Law; Jurisdiction and Venue	46
12.7	Waiver of Jury Trial	46
12.8	Waiver	46
12.9	Mutual Drafting	46
12.10	Entire Agreement	47
12.11	Counterparts	47
12.12	Section Headings; Interpretation	47

Index of Schedules
Schedule A:	Contribution Structure Chart
Schedule B:	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
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 Roll
Schedule 5.8(c)(ii)	Lease Matters
Schedule 5.8(d):	Options to Purchase Real Property
Schedule 5.8(e):	Certain Impairments
Schedule 5.8(f):	Abatements, Categorizations
Schedule 5.9:	FF&E
Schedule 5.10:	Schedule of Non-Terminable Contracts
Schedule 5.11:	Litigation
Schedule 5.14:	Construction Contracts
Schedule 5.15:	Loan Documents
Schedule 5.20:	Condition of Properties
Schedule 6.5:	Ownership of LATA Holdings
Schedule 6.24:	LATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws
Schedule 7.4(c)(ii):	Contributed Properties Subject to Refinancing

Schedule 9.2(d):	REIT Ownership Limit Waiver Recipients
Schedule 12.12(b):	Knowledge Parties

Index of Exhibits
Exhibit A-1:	Form of Contribution Agreement
Exhibit A-2	Form of Assignment and Assumption of LP Contract
Exhibit B:	Executed Hunt Pool 1 LP Purchase Agreement
Exhibit C:	Executed Hunt Pool 2 LP Purchase Agreement
Exhibit D:	Executed Heitman LP Purchase Agreement
Exhibit E:	[Intentionally Deleted]
Exhibit F:	Form of Audit Inquiry Letter
Exhibit G:	Executed Copy of Registration Rights Agreement
Exhibit H:	Form of Tax Protection Agreement
Exhibit I:	Form of REIT Ownership Limit Waiver
Exhibit J:	Form of Opinion of Tax Counsel to LATA Parties
Exhibit K:	Executed Common Investment Agreement

MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT

This MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT (“Agreement”), dated as of July 1, 2013, is made and entered into by and among Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” and, together with LATA, the “LATA Parties”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL1”), and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2” and together with EL1, the “EL Entities”). LATA, LATA Holdings and the EL Entities are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

A. LATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. LATA 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”). LATA holds all or substantially all of its properties through LATA Holdings, its operating partnership.

B. An Affiliate of LATA manages each of the properties identified on Schedule A hereto as a contributed property (each, a “Contributed Property” and, together, the “Contributed Properties”). Each of the Contributed Properties is owned, directly or indirectly, by one or more of the EL Affiliates, together with one or more other Persons (which other Persons may include current or former employees of the EL Entities or the EL Affiliates, associates and relatives of Joseph Lubeck and other individual or institutional investors that are not EL Affiliates, Affiliates of the EL Entities or Joseph Lubeck).

C. The Parties desire to provide for the assignment, sale and contribution, as applicable, to LATA Holdings, directly or indirectly, in one or more Closings, hereunder or under other agreements contemplated herein, of 100% of each of the Contributed Properties by their respective owners, in each case, by assigning, selling and contributing, as applicable, 100% of the equity interests of each entity that owns directly or indirectly each such Contributed Property (each, a “Contributed Entity” and, collectively, the “Contributed Entities”) pursuant to several assignment and assumption, purchase and sale and contribution agreements, in each case, in exchange for consideration consisting of cash or limited partnership interests in LATA Holdings (“OP Units”), upon the terms and subject to the conditions set forth below.

D. Concurrently with the execution and delivery of this Agreement, the LATA Parties have entered into five (5) separate agreements with certain of the EL Affiliates, as more particularly described on Schedule A hereto, each in the form attached hereto as Exhibit A-1 (each, a “Contribution Agreement” and collectively, the “Contribution Agreements”), pursuant to which each of the applicable EL Affiliates shall contribute to LATA Holdings its approximate ten percent (10%) equity ownership of the applicable Contributed Entity (such equity interests, the “Contributed Interests”) in exchange for consideration consisting of OP Units (subject to and as more particularly set forth in each Contribution Agreement).

E. Concurrently with the execution and delivery of this Agreement, LATA Holdings has entered into an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A-2 with Elco LR OPT II REIT LP, a Delaware limited partnership (“OPT REIT”) and an Affiliate of the EL Entities and the successor in interest to EL1’s interest, as purchaser, under that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among EL1, Hunt Commercial Realty Partners III, L.P., and ADMG Faircave Partners LP, a copy of which is attached hereto as Exhibit B (as the same may be amended from time to time, the “Hunt Pool 1 LP Purchase Agreement”), pursuant to which, on the date hereof, OPT REIT shall assign, and LATA Holdings shall accept and assume, all of OPT REIT’S right, title and interest in and to, and all obligations under, the Hunt Pool 1 LP Purchase Agreement in exchange for OP Units (the “Hunt Pool 1 Contract Assignment”) and, thereafter, LATA Holdings shall have the right and obligation to purchase, for cash, approximately 90% of the equity interests of the applicable Contributed Entities described in the Hunt Pool 1 LP Purchase Agreement and on Schedule A hereto (subject to and as more particularly set forth in the Hunt Pool 1 LP Purchase Agreement).

F. Concurrently with the execution and delivery of this Agreement, LATA Holdings has entered into an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A-2 with EL1, as purchaser, under that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among EL1, Apartment Properties Income and Growth Fund I, LLC and ADMG Partners LP, a copy of which is attached hereto as Exhibit C (as the same may be amended from time to time, the “Hunt Pool 2 LP Purchase Agreement”), pursuant to which, on the date hereof, EL1 shall assign, and LATA Holdings shall accept and assume, all of EL1’s right, title and interest in and to, and all obligations under, the Hunt Pool 2 LP Purchase Agreement in exchange for cash and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged (the “Hunt Pool 2 Contract Assignment”) and, thereafter, LATA Holdings shall have the right and obligation to purchase, for cash, approximately 90% of the equity interests of the applicable Contributed Entities as more fully described in the Hunt Pool 2 LP Purchase Agreement and on Schedule A hereto (subject to and as more particularly set forth in the Hunt Pool 2 Purchase Agreement).

G. Concurrently with the execution and delivery of this Agreement, LATA Holdings has entered into an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A-2 with MB Equity Holdings Inc., an international business company organized under the laws of the British Virgin Islands (“Boukris”), and the successor in interest to the interest, as purchaser, of ADMG 191 Partners, LP, a Florida limited partnership (“ADMG 191”) an Affiliate of the EL Entities, under that certain Purchase and Sale Agreement, dated as of November 29, 2012, by and between ADMG 191 and HVP Landmark Investor II, a copy of which is attached hereto as Exhibit D (as the same may be amended from time to time, the “Heitman LP Purchase Agreement”; and, together with the Hunt Pool 1 LP Purchase Agreement and the Hunt Pool 2 LP Purchase Agreement, collectively, the “LP Purchase Agreements”) pursuant to which, on the date hereof, Boukris shall assign and LATA Holdings shall accept and assume, all of Boukris’ right, title and interest in and to, and all obligations under, the Heitman LP Purchase Agreement in exchange for OP Units (the “Heitman Contract Assignment”; and, together with the Hunt Pool 1 Contract Assignment and the Hunt Pool 2 Contract Assignment, collectively, the “Contract Assignments” and, individually, each, a “Contract Assignment”) and, thereafter, LATA Holdings shall have the right and obligation to purchase, for cash, approximately 90% of the equity interests of the applicable Contributed Entities described in the Heitman LP Purchase Agreement and on Schedule A hereto (subject to and as more particularly set forth in the Heitman LP Purchase Agreement).

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H. Concurrently with the execution and delivery of this Agreement, the LATA Parties have entered into a Common Stock Purchase Agreement with the investors named therein, a copy of which is attached hereto as Exhibit K (the “Common Investment Agreement”), relating to the cash investments by such investors in exchange for the securities set forth therein. The Common Investment Agreement provides for the investments contemplated thereby to be consummated immediately prior to the Initial Closing hereunder.

I. 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 Agreements, the EL Entities agree to cause the applicable EL Affiliates to contribute, transfer, assign and deliver to LATA Holdings, and LATA Holdings agrees to acquire, accept and receive, the Contributed Interests with respect to such Contributed Properties pursuant to the Contribution Agreements, in exchange for OP Units, as specified in the Contribution Structure Chart attached hereto as Schedule A and made a part hereof (the “Contribution Structure Chart”) with respect to such Contributed Property.

(b) Upon the terms and subject to the conditions set forth herein and in the applicable Contract Assignment, the EL Entities agree to cause the applicable EL Affiliates to assign to LATA Holdings, and LATA Holdings agrees to accept and assume the applicable contract rights pursuant to the Contract Assignments (collectively, the “Contract Rights”) in exchange for OP Units, cash and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged as specified in the Contribution Structure Chart with respect to such Contributed Property.

(c) The Contribution Structure Chart shows each Contributed Property and sets forth (i) the names of all of the Contributed Properties and their respective addresses of record (ii) the Contributors, indicating the equity interests of the applicable Contributed Entities held by each such Contributors, (iii) whether there will be a contribution of Contributed Interests or assignment of Contract Rights, and the specific number of OP Units and the cash consideration (if any) payable to each Contributor in return for the specified Contributed Interests and/or assignment of Contract Rights, as applicable, (iv) which Contributors, if any, are eligible to receive tax protection, (v) an aggregate calculation of the cash consideration and the total number of OP Units payable in connection with this Agreement, the Contribution Agreements and the Contract Assignments and (vi) certain other information with respect to the contribution transaction structure.

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(d) Upon the terms and subject to the conditions set forth herein, in the LP Purchase Agreements and in the Contract Assignments, LATA Holdings agrees that on, or promptly after the date hereof, it shall close on the transactions contemplated under the LP Purchase Agreements in accordance with the terms thereof.

1.2 No Representations.

(a) EACH OF THE LATA PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (I) EXCEPT AS SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, 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, THE CONTRACT RIGHTS AND THE CONTRIBUTED INTERESTS, AS APPLICABLE, ARE BEING CONTRIBUTED “AS IS, WHERE IS AND WITH ALL FAULTS” AND (II) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE APPLICABLE DOCUMENTS, NEITHER OF THE LATA 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 ENTITIES, THE CONTRIBUTORS, THE RESPECTIVE AFFILIATES OF ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AS TO ANY MATTER CONCERNING THE CONTRACT RIGHTS, CONTRIBUTED PROPERTIES AND THE CONTRIBUTED INTERESTS, OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING, WITHOUT LIMITATION, THE COMPLETENESS THEREOF), INCUDING, WITHOUT LIMITATION, THE ECONOMICS OF, OR THE INCOME AND EXPENSS, REVENUE OR EXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS, RELATING TO THE OPERATION OF, ANY CONTRIBUTED PROPERTY.

(b) EACH OF THE LATA PARTIES ACKNOWLEDGES AND AGREES THAT ANY REPORTS OBTAINED BY IT OR ANY OF ITS AFFILIATES ARE THE SOLE RESPONSIBILITY OF LATA HOLDINGS, AND, EXCEPT TO THE EXTENT EXPRESSLY REQUIRED PURSUANT THE APPLICABLE DOCUMENTS, NONE OF THE EL ENTITIES, 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 LATA PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE APPLICABLE DOCUMENTS, LATA 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 LATA HOLDINGS.

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(c) This section 1.2 shall survive any Closing or the termination of this Agreement.

1.3 Release.

(a) Without limiting the provisions of Section 1.2, each of the LATA 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 Entities, 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 LATA Parties, for itself and any of its successors and assigns, hereby covenants and agrees to, and where applicable hereby releases, defends, indemnifies and holds 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 applicable Closing for such Contributed Property. The obligation of the LATA Parties set forth in the immediately preceding sentence will not require either of the LATA 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 applicable Closing for such Contributed Property.

(b) In connection with this Section 1.3, each of the LATA 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.

(c) This Section 1.3 shall survive any Closing or the termination of this Agreement.

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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 Agreements and Contract Assignments, with respect to each Contributed Property, LATA Holdings agrees to pay, pursuant to such Contribution Agreements and Contract Assignments, aggregate consideration for the applicable Contributed Interests and Contract Rights equal to the amount 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. The form and manner of payment of such aggregate purchase consideration shall be as provided in such Contribution Agreements and Contract Assignments.

2.2 Apportionments, etc. The Parties agree that, at and as of the date of the applicable Closing for each Contributed Property, including, without limitation with respect to the Contributed Interests contributed under the Contribution Agreements, all proratable items (if any) shall be prorated with respect to each such Contributed Property as of the date of the applicable Closing in accordance with terms and provisions of the applicable LP Purchase Agreement. The provisions of this Section 2.2 shall survive any Closing.

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 LATA 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 LATA 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 LATA 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 LATA 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 LATA Parties may desire (the “Survey”), by a licensed surveyor in the jurisdiction in which such Real Property is located, and certified to the LATA Parties, the Property Owner, the Contributed Entity, if any, the Title Company and the Lender.

(c) Permitted Exceptions. With respect to each Contributed Property, 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 B attached to this Agreement. The provisions of this Section 3.1(c) shall survive any Closing.

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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 LATA Parties (the “Additional Exception”), unless such Additional Exception shall be released of record prior to the applicable Closing.

3.2 Excluded Liabilities. With respect to each Contributed Entity, from and after the applicable Closing:

(a) Subject to the terms and conditions set forth in this Section 3.2, the EL Entities, jointly and severally, hereby agree to indemnify, defend and hold harmless the LATA 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 applicable 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.

(b) The EL Entities shall have no liability in respect of any amounts indemnifiable under this Section 3.2 unless and until the aggregate of all such amounts with respect to such Contributed Entity collectively exceeds $25,000, whereupon the EL Entities shall be liable for the full amount thereof including the $25,000. In no event shall the EL Entities be liable pursuant to this Section 3.2 for any amounts with respect to such Contributed Entity in excess of Three Million Dollars ($3,000,000).

(c) This Section 3.2 shall survive the applicable Closing with respect to such Contributed Entity until the expiration of the first anniversary of such Closing and, with respect to any written claim delivered to either of the EL Entities 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 the receipt of such written claim by either EL Entity.

(d) This Section 3.2 shall not apply to any indemnification with respect to Taxes under Article 8.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING TO THE EL ENTITIES

The EL Entities, jointly and severally, hereby represent and warrant to LATA and LATA Holdings that the statements contained in this Article IV are true and correct as of the date hereof, except as set forth herein or in the schedules delivered by the EL Entities to the LATA Parties that are attached to this Agreement:

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4.1 Organization; Capacity; Power.

(a) Each of the EL Entities has provided to LATA and LATA Holdings correct and complete copies of its Organizational Documents as currently in effect;

(b) Each of the EL Entities 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 Entities 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 such EL Entity to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party;

(d) Each of the EL Entities 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; and

(e) Whenever stated in this Agreement that the EL Entities (or either of them) have caused or will cause an Affiliate of the EL Entities or any Contributed Entity or other Person to take any action or retain from taking any action, the EL Entities hereby jointly and severally represent and warrant that they have the requisite power and authority, or that an EL Entity is a party to an agreement pursuant to which it has the right to cause the Affiliate of the EL Entities or the Contributed Entity or other Person, as applicable, to take such action or refrain from taking such action.

4.2 Authorization of Agreements; Enforceability. Each EL Entity and each of its 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 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 LATA and LATA Holdings, is the valid and binding obligation of each of the EL Entities 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 each of the EL Entities or any its Affiliates will be a party, assuming the due authorization, execution and delivery by the parties thereto other than such EL Entity and its Affiliates, will be the valid and binding obligation of such EL Entity and each such Affiliate, 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.

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4.3 Governmental Filings and Authorizations. In connection with the execution and delivery by each of the EL Entities or any of its Affiliates of this Agreement and the other Transaction Agreements to which any of them will be a party, or the performance by each of the EL Entities or any of its Affiliates of any of its obligations under this Agreement and the other Transaction Agreements to which any of them is or will be a party, neither of the EL Entities and nor their Affiliates are 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, any other Contributor that is not an Affiliate of the EL Entities, and any Affiliate of the EL Entities as a condition to the closing of any of the Transactions.

4.5 Contravention. The execution and delivery by each of the EL Entities and any of its Affiliates of this Agreement and the other Transaction Agreements to which any of them is or will be a party, the performance by such EL Entity or its Affiliates 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, do not and will not:

(a) violate any provision of the Organizational Documents of the EL Entities or any Affiliate of the EL Entities; or

(b) violate any Law, Authorization or Order to which either of the EL Entities or any of its Affiliates, or any properties or assets of either of the EL Entities or any of its Affiliates are subject, or give any Governmental Authority or other Person the right to challenge any of the Transactions.

4.6 Brokerage Fees. Except as set forth the LP Purchase Agreements, none of the EL Entities 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 Entities, 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 either of the EL Entities or any of its 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 either of the EL Entities or any of its Affiliates under this Agreement or any other Transaction Agreement to which either of the EL Entities or any of its Affiliates is or will be a party or (ii) the consummation of any of the Transactions.

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4.8 Solvency. Each of the EL Entities is solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws. The performance by each of the EL Entities of its obligations under this Agreement and the other Transaction Agreements will not render such EL Entity insolvent and does not constitute a fraudulent transfer or conveyance under such Laws.

4.9 Foreign Corrupt Practices Act. Neither the EL Entities nor, to their knowledge, any director, officer, agent, employee, Affiliate or other Person acting on behalf of any of the EL Entities or their Affiliates, 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 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 Entities and, to the EL Entities’ knowledge, their Affiliates have conducted their businesses in compliance in all material respects with the FCPA.

4.10 Money Laundering Laws. The operations of each of the EL Entities and its 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 either of the EL Entities or any of its Affiliates with respect to the Money Laundering Laws is pending or, to the EL Entities’ knowledge, threatened in writing.

4.11 OFAC. None of the EL Entities nor, to the EL Entities’ knowledge, any trustee, officer, agent, employee, Affiliate or Person acting on behalf of the EL Entities 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, THE PROPERTIES AND THE LP PURCHASE AGREEMENTS

The EL Entities, jointly and severally, hereby represent and warrant to LATA and LATA Holdings that the statements contained in this Article V are true and correct as of the date hereof, except as set forth herein or in the schedules delivered by the EL Entities to the LATA Parties that are attached to this Agreement.

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

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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 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. The EL Entities have made available to the LATA 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 Entities. 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, the Transactions and the LP Purchase Agreements, 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 the EL Entities’ 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 the EL Entities’ knowledge, by any other Person) are owned free from all Liens. With respect to each Contributed Entity, upon delivery to LATA Holdings on the applicable Closing Date of the Contributed Interests contemplated by this Agreement and the applicable Contribution Agreements, the Contributors that are EL Affiliates (and, to the EL Entities’ knowledge, the other Contributors) will thereby transfer to LATA 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

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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 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. Each Subsidiary of the Contributed Entities (a) 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, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an Portfolio 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 the respective Contributed Entity, 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.

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”): (a) the Loan; (b) 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); (c) 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; (d) liabilities to be apportioned at or following the applicable Closing with respect to such Contributed Entity pursuant to the provisions of this Agreement; (e) 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); and (f) liabilities disclosed on Schedule 5.5.

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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 and all Tax Returns filed by each Contributed Entity and each of their respective Subsidiaries are true, correct, and complete in all material respects, (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), and (C) all Taxes due and payable with respect to each such Tax Return of each Contributed Entity and each of their respective 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) The EL Entities have provided to the LATA Parties true, correct and complete copies of all Tax Returns filed by the EL Entities, each Contributed Entity and each of their Subsidiaries in the last three (3) years. The EL Entities have provided to the LATA 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 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 with respect to any Tax or Tax Return which is not closed by the applicable statute of limitations that a Contributed Entity or any of its Subsidiaries has not properly reported and/or paid Taxes or has not filed Tax Returns in a jurisdiction in which a Contributed Entity or any of its Subsidiaries does not file a Tax Return.

(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 the EL Entities’’ 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 “reportable transaction” within the meaning of Treasury Regulations section 1.6011-4(b) (irrespective of the effective date). 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).

(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. The tax treatment of each Contributed Entity and each of their respective Subsidiaries is set forth on Schedule A attached hereto. No

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Governmental Authority has taken any position inconsistent with such treatment. 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.

(g) 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.

(h) 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 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).

(i) 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: (a) the Contributed Entity has been operating only in the Ordinary Course; (b) the Contributed Entity has not (i) 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 (ii) canceled or released any material debt or claim held by it other than in the Ordinary Course; and (c) 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 the EL Entities and their 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 the EL Entities’ 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 the EL Entities knowledge, the Contributors, have received from any Governmental Authority written notice (and the EL Entities have no 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.

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(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 LATA Parties are true, correct and complete copies in all material respects and, to the EL Entities’ 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 LATA 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 LATA 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 LATA 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), the EL Entities have 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 effect 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 the EL Entities’ knowledge, the Contributors, has commenced any Proceedings which are pending for the reduction of the assessed valuation of the Property.

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.

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5.10 Contracts. With respect to each Contributed Property:

(a) 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 the EL Entities’ 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, 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 LATA Parties. To the EL Entities’ 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 LATA 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 the EL Entities’ knowledge, threatened and, to the EL Entities’ knowledge, no facts or circumstances exist that would be reasonably likely to result in any Claim, Proceeding or Order, against the Contributed Entity or the Property, whether relating to the Transaction Documents or otherwise.

5.12 Environmental Matters. With respect to each Contributed Property:

(a) The EL Entities have made available to the LATA 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 the EL Entities’ 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.

(b) During the period that the EL Entities and their Affiliates have been associated with the Property Owner, whether as an owner or as a property manager, neither the Contributed Entity has received any written notice from any Governmental Authority of any pending or, to the EL Entities’ 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, there will be no outstanding Contracts made by the Contributed Entity 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.

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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 the EL Entities’ knowledge, the Loan Documents are in full force and effect. The Contributed Entity has not 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, 2013, no Contributed Entity 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.

5.17 Affiliate Transactions. With respect to each Contributed Entity, (a) all Contracts and other intercompany obligations between the Contributed Entity, on the one hand, and any Contributor or, to the EL Entities’ knowledge, any of the Contributors’ other Affiliates, on the other hand, will be satisfied, repaid, eliminated or cancelled at or prior to the applicable 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 the EL Entities’ knowledge, any of the Contributors’ other Affiliates.

5.18 Patriot Act. With respect to each Contributed Entity:

(a) Neither the Contributed Entity nor, to the EL Entities’ 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 the EL Entities’ knowledge, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”).

(b) Neither the Contributed Entity nor, to the EL Entities’ 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;

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(iii) a person or entity with whom the LATA 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.govresource-center/sanctions/SDN-List/Pages/default.aspx, 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) To the EL Entities’ knowledge, neither the Contributed Entity nor any of its 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 Entities 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. The EL Entities have 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 the EL Entities’ 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 Entities has received written notice of any proposed

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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 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.

5.23 Brokerage Fees. Except as set forth in the LP Purchase Documents, none of the EL Entities 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. The EL Entities have 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 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.

5.25 Foreign Corrupt Practices Act. None of the Contributed Entities nor, to the knowledge of the EL Entities, any director, officer, agent, employee, Affiliate or other Person acting on behalf of any of the Contributed Entities, 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 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

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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 Contributed Entities and, to the EL Entities’ knowledge, their Affiliates have conducted their businesses in compliance in all material respects with the FCPA.

5.26 Solvency. Each Contributed Entity is solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws. The performance by the Contributed Entities of the other Transaction Agreements, to which they are a party, will not render any Contributed Entity insolvent and does not constitute a fraudulent transfer or conveyance under such Laws.

5.27 LP Purchase Agreements. With respect to each LP Purchase Agreement, as of the date hereof: (a) such LP Agreement is in full force and effect with no defaults thereunder; (b) the Contributor party to the applicable Contract Assignment is a party to such LP Purchase Agreement, as the “purchaser” or “buyer” thereunder, as the direct or indirect assignee of the original party thereto in such capacity; (c) the Contributor party to the applicable Contract Assignment possesses all of the right, title and interest as the “purchaser” or “buyer” thereunder (including, without limitation, all rights of enforcement regarding representations, warranties, covenants and agreements made by the other party(ies) thereto and all rights, claims or causes of action against such other party(ies) for any inaccuracy, breach or other violation thereof) has not assigned, mortgaged, pledged, transferred or hypothecated any of its right, title and interest in and to such LP Purchase Agreement; and (d) a true, correct and complete copy of such LP Purchase Agreement has been delivered to the LATA Parties and such LP Purchase Agreement has not been amended, modified, terminated or replaced except in the form delivered to the LATA Parties.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

OF THE LATA PARTIES

LATA and LATA Holdings jointly and severally hereby represent and warrant to the EL Entities (for its benefit and for the benefit of the Contributors) that the statements contained in this Article VI are true and correct as of the date hereof, except as set forth herein, the Specified SEC Reports or in the schedules delivered by the LATA Parties to the EL Entities that are attached to this Agreement.

6.1 SEC Reports; Financial Statements.

(a) LATA 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 LATA, 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”). LATA has delivered or made available to the EL Entities all SEC Reports to the extent the same are not publicly available through the SEC’s EDGAR website. As of their

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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.

(b) The financial statements included in the SEC Reports, together with the related schedules and notes, including without limitation the audited financial statements included in LATA’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Annual Report”), and the unaudited interim financial statements included in LATA’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2013 (the “Quarterly Report”), are accurate in all material respects and present fairly the financial position of LATA and its consolidated Subsidiaries, taken as a whole, 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, 2012, (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 LATA and or its Subsidiaries considered as one enterprise, whether or not arising in the Ordinary Course (an “LATA Material Adverse Effect”), (b) there have been no transactions entered into by LATA or any Subsidiary thereof, other than those in the Ordinary Course, which are material with respect to LATA and each Subsidiary taken as a whole, and (c) there has been no dividend or distribution of any kind declared, paid or made by LATA on any class of its shares of capital stock, other than in the Ordinary Course.

6.3 Good Standing of LATA and LATA Holdings.

(a) LATA 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 to which it is a party; and LATA 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 LATA Material Adverse Effect. Complete and correct copies of the Organizational Documents of LATA and all amendments thereto have been made available to the EL Entities and no changes thereto will be made other than as contemplated by this Agreement and the other Transaction Agreements.

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(b) LATA 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 to which it is a party; and LATA 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 LATA Material Adverse Effect. Complete and correct copies of the Organizational Documents of LATA Holdings and all amendments thereto have been made available to the EL Entities 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 LATA are the entities listed in Exhibit 21.1 to the Annual Report and those owning properties acquired since the Annual Report. Each Subsidiary of LATA (other than LATA Holdings, which is addressed in Section 6.3(b)) (a) 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, (b) 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 (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an LATA 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 LATA, 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, LATA 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.

(a) The authorized, issued and outstanding shares of capital stock of LATA are as set forth in the Annual Report (except for subsequent issuances or redemptions pursuant to transactions involving or known by the EL Entities, 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 LATA have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of LATA was issued in violation of any preemptive or other similar rights of any security holder of LATA or any other Person. The issued and outstanding shares of capital stock of LATA have been offered, issued and sold in compliance with all applicable federal, state and foreign securities laws.

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(b) Schedule 6.5 sets forth the authorized partnership interests of LATA Holdings and indicates the ownership of all of the issued and outstanding partnership interests of LATA Holdings as of the date of this Agreement. Except for the Transaction Agreements, the Transactions, and other transactions involving or known by the EL Entities, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any of LATA, LATA Holdings and their respective Affiliates is a party (or, to LATA’s knowledge, to which any other holder of any partnership interest in LATA Holdings is a party) relating to the issuance, sale, purchase or redemption of any partnership interests of LATA Holdings. All of the outstanding partnership interests of LATA Holdings are validly issued, fully paid and nonassessable. All of the issued and outstanding partnership interests of LATA Holdings held by any of LATA, LATA Holdings and their respective Affiliates (or, to LATA’s knowledge, by any other Person) are owned free from all Liens. None of the issued and outstanding partnership interests of LATA Holdings was issued in violation of any preemptive or other similar rights of any securityholder of LATA Holdings or any other Person. The issued and outstanding partnership interests of LATA 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 LATA 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 accordance with all requirements of the Transaction Agreements and applicable to it under its Organizational Documents and applicable Laws. Assuming the due authorization, execution and delivery of this Agreement by the EL Entities, this Agreement is the valid and binding obligation of each of the LATA 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. Assuming the due authorization, execution and delivery of the other Transaction Agreements by the parties thereto other than the LATA Parties and their Affiliates, each of the other Transaction Agreements to which the LATA Parties or any their Affiliates will be a party, will be the valid and binding obligation of the LATA 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 LATA 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 LATA 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 LATA or any Subsidiary thereof is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in an LATA Material Adverse Effect; and the execution, delivery and performance of this Agreement and the other the Transaction Agreements to which LATA or LATA Holdings is or will be a party and the consummation of the transactions contemplated herein and therein and compliance by LATA

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and LATA 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 upon any property or assets of LATA or any Subsidiary thereof pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or Liens that would not result in an LATA Material Adverse Effect), nor will such action result in any violation of the provisions of the Organizational Documents of LATA or any Subsidiary thereof or any applicable Law, or Order of any Government Authority having jurisdiction over LATA 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 LATA or LATA Holdings, threatened, against or affecting LATA or any Subsidiary thereof, which is required to be disclosed in the SEC Reports which has not been so disclosed, or which reasonably would be expected to result in a LATA Material Adverse Effect, or which reasonably would be expected to materially and adversely affect the ability of the LATA Parties to consummate the transactions contemplated by this Agreement and the other the Transaction Agreements or the performance by LATA or LATA Holdings of their respective obligations hereunder or thereunder.

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 LATA 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 LATA or one or more of its Subsidiaries, enforceable against LATA 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. LATA 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 LATA nor any of its Subsidiaries has received any written notice, nor, to LATA’s knowledge, is there any threatened claim of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which reasonably would be expected to render any Intellectual Property invalid or inadequate to protect the interest of LATA 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, reasonably would be expected to result in an LATA Material Adverse Effect.

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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 LATA or LATA Holdings of their respective obligations under this Agreement and other Transaction Agreements to which LATA or LATA 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.

6.12 Possession of Licenses and Permits. LATA and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate Governmental Authorities 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 LATA Material Adverse Effect; LATA 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 LATA 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 LATA Material Adverse Effect; and neither LATA 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 LATA Material Adverse Effect.

6.13 Accounting Controls and Disclosure Controls. LATA 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 LATA’s formation, there has been (i) no material weakness in LATA’s internal control over financial reporting (whether or not remediated) and (ii) no change in LATA’s internal control over financial reporting that has materially affected, or would reasonably be likely to materially affect, LATA’s internal control over financial reporting. LATA and each of its Subsidiaries maintain disclosure controls and procedures that, in all material respects, are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by LATA 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 LATA’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

6.14 Tax Returns and Payment of Taxes. All United States federal income Tax Returns of LATA 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

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which adequate reserves have been provided and will be maintained. LATA 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 LATA 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 LATA Material Adverse Effect. All such returns are true, correct and complete in all material respects. The charges, accruals and reserves on the books of LATA 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. LATA 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 “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b) (irrespective of the effective date).

6.15 Insurance. LATA 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. To LATA’s knowledge, neither it nor any of its Subsidiaries will be unable (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 LATA Material Adverse Effect. Neither LATA nor any Subsidiary thereof has been denied any insurance coverage which it has sought or for which it has applied.

6.16 REIT Qualification. Commencing with LATA’s taxable year ending December 31, 2006, LATA 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 LATA as described in the Specified SEC Reports will enable LATA to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable years ending December 31, 2012 and subsequent taxable years.

6.17 ERISA. The assets of LATA do not constitute, and as of any Closing will not constitute, “plan assets” under the Employee Retirement Income Security Act of 1974, as amended.

6.18 Absence of Labor Dispute. (a) No labor dispute with the employees of LATA, LATA Holdings or any Subsidiary thereof exists or, to the knowledge of LATA, is imminent, and (b) LATA is not aware of any existing or imminent labor disturbance by the employees of any of its, LATA Holdings’ or any of their Subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in the case of (a) or (b), would result in an LATA Material Adverse Effect.

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6.19 Foreign Corrupt Practices Act. Neither LATA nor, to the knowledge of LATA, any director, officer, agent, employee, Affiliate or other Person acting on behalf of LATA or any of its Subsidiaries 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 LATA and, to the knowledge of LATA, 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.

6.20 Money Laundering Laws. The operations of LATA and its Subsidiaries are and have been conducted at all times in compliance, in all material respects, with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws, and no action, suit or Proceeding by or before any Governmental Authority involving LATA or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of LATA, threatened.

6.21 OFAC. Neither LATA nor, to the knowledge of LATA, any trustee, officer, agent, employee, Affiliate or person acting on behalf of LATA or any of its Subsidiaries is currently subject to any U.S. sanctions administered by OFAC; and LATA will not directly or indirectly knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

6.22 Partnership Agreement. The Partnership Agreement has been duly and validly authorized, executed and delivered by LATA, acting on its own behalf and in its capacity as sole general partner of LATA Holdings, and is and at each Closing will be a valid and binding agreement of each of LATA and LATA 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.

6.23 Brokerage Commissions and Finder’s Fees. None of LATA, LATA 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 fees which may be payable to any advisors engaged by a special committee of LATA’s Board of Directors to advise such special committee regarding the Transactions (if any, the “LATA Advisory Fees”).

6.24 No Consents. Except as set forth on Schedule 6.24, neither the execution and delivery of any Transaction Document by any of the LATA 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 require the approval, consent,

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authorization or act of, or the making by any LATA 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 LATA Party. To LATA’s knowledge, Schedule 6.24 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 Access to Information.

(a) Subject to the confidentiality obligations set forth in Section 7.1(b), prior to the earlier to occur of the Final Closing and the termination of this Agreement and the other Transaction Agreements, (i) each Party hereto and its Representatives may make such reasonable investigation of the business, properties and liabilities of the other as such Party may reasonably request and (ii) 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; provided, however, that with respect to each of the EL Entities, the obligation to provide such access includes access to itself, its Affiliates and the Contributed Entities; provided further, that, notwithstanding anything in the foregoing to the contrary, the obligations of the EL Entities under this Section 7.1(a) to give the LATA Parties and their Representatives access to the books and records of the EL Entities shall be limited to the business, properties, liabilities and Books and Records of the EL Entities solely to the extent relating to the Contributed Entities and the Contributed Properties with respect to which a Closing has not yet occurred.

(b) Each Party shall hold, and cause its employees, Representatives and Affiliates to hold, all information and documents received from the other Parties pursuant to this Section 7.1 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 Entities and their Representatives, on the one hand, and the LATA 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 LATA or the EL Entities, respectively, which consent shall not be unreasonably withheld, conditioned or delayed.

7.2 Conduct of LATA Business Pending the Final Closing. From and after the date hereof, until the earlier of the Final Closing and the termination of this Agreement, except (a) as otherwise expressly permitted by this Agreement, (b) for such matters or transactions known by or involving either of the EL Entities or (c) consented to by either of the EL Entities in writing, each of LATA and LATA 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;

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(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; and

(v) comply in all material respects with all Laws, leases, contracts and instruments of record applicable to the operation of its business and properties.

7.3 Interim Operation of the Contributed Properties. The EL Entities hereby covenant as follows:

(a) Prohibited Actions Pending the Applicable Closing Date. Unless (i) otherwise expressly provided for herein or in the Transaction Agreements or (ii) approved by LATA 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, the EL Entities shall not and, where applicable, shall cause its Affiliates, the Contributed Entity and its Subsidiaries and the Property Owner not to:

(A) purchase or redeem any membership interests, partnership interests or other securities of the Contributed Entity or any of its Subsidiaries.

(B) 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;

(C) 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;

(D) 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);

(E) incur, refinance or voluntarily prepay any property-level or entity-level indebtedness with respect to the Property, other than the Refinancings;

(F) solicit, pursue, negotiate, effect, work or consult with any other party with respect to (I) any possible issuance, sale, lease or transfer of the Property, (II) 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 (III) the incurrence of any entity-level indebtedness by the Contributed Entity or any of its Subsidiaries;

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(G) take any action outside of the Ordinary Course;

(H) modify, amend or supplement, in each case, in any material respect, or terminate, any material Contracts;

(I) modify or amend any Organizational Documents of the Contributed Entity or its Subsidiaries;

(J) initiate or settle any lawsuit or other similar proceeding before any Governmental Authority or any arbitration panel;

(K) liquidate or terminate the existence of the Contributed Entity or any of its Subsidiaries;

(L) 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;

(M) 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;

(N) take any action that would materially and adversely affect the ability of the Parties to consummate the Transactions;

(O) declare, pay or otherwise make provision for any dividend or distribution; or

(P) 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 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 the Final Closing to occur no later than the Final Closing Outside Date.

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(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 Interests contemplated by this Agreement and the applicable Contribution Agreements and the other transactions contemplated hereby, such modifications to the Loan Documents as LATA Holdings may require to accommodate its “UPREIT” structure, 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 LATA Holdings, the borrower and, if applicable, the guarantor under the Loan Documents, the Lender and any other Persons 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 Contributed Property, a new loan from the Lender or another lender that will acknowledge or permit the contribution of the Contributed Interests and the other transactions 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 (containing provisions accommodating LATA Holdings’ UPREIT structure) 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.

(iii) The EL Entities have 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

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Lender Approval or Refinancing. Notwithstanding anything herein to the contrary, the LATA 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 and 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 LATA and LATA Holdings, on the one hand, and the EL Entities, 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 LATA Parties and their properties, on the one hand, or to the Contributed Properties, on the other hand.

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 LATA or its Affiliates, on the one hand, or the EL Entities or their 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 or exchange disclosure requirements, as determined by LATA or by the EL Entities, as applicable, in which event LATA or the EL Entities, 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) The EL Entities acknowledge that LATA 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 LATA in preparing such filings with the SEC or other state securities regulators and any required audited financial statements, the EL Entities agree with respect to each Contributed

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Property to (i) within thirty (30) days after the date of this Agreement, and at LATA’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 F (the “Audit Inquiry Letter”) to the EL Entities’ counsel prior to such Closing and deliver to LATA an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (ii) at LATA’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 LATA’s auditors (the “Representation Letter”) to LATA, and (iii) provide LATA, within thirty (30) days after the date of this Agreement, such financial and other data and information relating to such Contributed Property as LATA and its registered independent accounting firm may reasonably require in order to enable LATA and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to thereto as LATA deems necessary to include in such filings with the SEC, including but not limited to the financial statements required pursuant to Section Rule 3-14 of Regulation S-X promulgated under the 1934 Act, as amended, or any state securities regulators, including but not limited to an executed assurance or representation letter from the EL Entities to LATA’s registered independent accounting firm in a form acceptable to LATA (provided that in no event shall the EL Entities have any liability to LATA or such registered independent accounting firm for the assurances or representations made therein, but the EL Entities shall reasonably cooperate, at no cost or expense to the EL Entities, in connection with such audit, including, if required by LATA’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. LATA shall reimburse the EL Entities for its actual and documented out-of-pocket expenses in connection with compliance with this Section 7.8(a).

(b) Each of the LATA Parties acknowledges that Elco Holdings Ltd., an Affiliate of the EL Entities, 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 LATA, its properties, this Agreement or the Transactions is necessary or advisable, the LATA Parties agree to provide such reasonable cooperation and assistance as the EL Entities may request, including cooperation and assistance similar (to the extent relevant) to that described in Section 7.8(a) relating to LATA’s public company obligations. The provisions of this Section 7.8(b) shall survive the applicable Closing for a period of 365 days. The EL Entities shall reimburse the LATA Parties for their actual and documented out-of-pocket expenses in connection with compliance with this Section 7.8(b).

7.9 Tax Protection. At each Closing, the LATA Parties shall enter into a Tax Protection Agreement substantially in the form attached hereto as Exhibit H (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.

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7.10 Registration Rights Agreement. At each Closing, LATA shall enter into a joinder to that certain Registration Rights Agreement, dated as of August 3, 2012, which is attached hereto as Exhibit G (the “Registration Rights Agreement”), with the Persons receiving any consideration in the form of OP Units, capital stock of LATA or securities convertible into or exchangeable for capital stock of LATA as a result of the Transactions at such Closing.

7.11 Contribution Structure Chart. Schedule A contains all of the information required to be set forth thereon in Section 1.2 hereof and the LATA Parties may rely conclusively on the information contained therein and in any Contribution Agreement, Contract Assignment and Settlement Statement (as defined below), in making any payments or issuing any OP Units related to the transactions contemplated herein. If LATA pays and/or issues the aggregate consideration provided for in Schedule A and/or in any Contribution Agreement, Contract Assignment and/or Settlement Statement in connection with any Closing hereunder (as set forth therein or as directed by the EL Entities), then the EL Entities shall indemnity and hold harmless the LATA Parties for any and all demands, claims, actions, causes of action, costs, expenses, damages (including incidental, special, but excluding consequential and punitive damages), losses, penalties, fines, judgments or amounts paid in settlement, including reasonable attorneys’ and accountants’ fees and costs, directly resulting from a failure by the LATA Parties to make any payments (or to make any such payments in the correct amount) to any Affiliate of the EL Entities at such Closing in connection with the transactions to be completed at such Closing.

ARTICLE VIII

TAX MATTERS

8.1 Tax Matters. The EL Entities, jointly and severally, shall pay and indemnify, without duplication, the Contributed Entity and each of their respective Subsidiaries and the LATA 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;

(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 or 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 or 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 (or any similar group) for federal, state, local or foreign Tax purposes; and

(c) with respect to such Taxes attributable to any Straddle Period: (i) the Taxes of each Contributed Entity and each of its Subsidiaries attributable to the portion of such Straddle Period that ends on the applicable Closing Date, as determined under Section 8.2; (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

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Date, as determined under Section 8.2; and (iii) all Taxes resulting from each Contributed Entity or any of its Subsidiaries being a member of, or leaving, during a Straddle Period, an affiliated group of corporations that files a consolidated, combined or unitary Tax Return for federal, state, local or foreign Tax purposes.

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 applicable Closing Date but that relate to Taxes that accrued on or before the applicable Closing Date shall be treated as occurring prior to such Closing Date;

(b) Except for Transfer Taxes and any other Taxes for which the LATA Parties are 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 applicable Closing Date shall be allocated between the portion of the period ending on such Closing Date and the portion of the period beginning after such 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

(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 effects 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 of the Parties shall provide the LATA Parties and the Contributed Entities and their respective Subsidiaries with any 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

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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 EL Entities shall provide to the LATA Parties and the Contributed Entity with any information that the Contributed Entity reasonably requests to allow the LATA 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. The EL Entities 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 Period, and the EL Entities shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Period. Such Tax Returns shall be prepared in a manner consistent with past practices to the extent consistent with applicable Law.

(b) Straddle Periods and Post-Closing Periods. The LATA 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 a Pre-Closing Tax Period, and the LATA Parties shall remit or cause to be remitted any Taxes due in respect of such taxable periods. Such Tax Returns with respect to a Straddle Period shall be prepared in a manner consistent with past practices to the extent consistent with applicable law. At least fifteen (15) days prior to the deadline for the filing of any Tax Return for a Straddle Period (and before the LATA Parties file such Tax Return), the LATA Parties shall furnish to the EL Entities a draft of such Tax Return and the EL Entities shall have the right to review, provide the LATA 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 the EL Entities are responsible. Without limiting the terms hereof, the EL Entities shall pay to applicable taxing authority the amount of Taxes for which it responsible as provided in Sections 8.1 and 8.2 hereof. LATA’s obligations under this Section 8.2(b) shall only apply with respect to any taxable period in which LATA owns 100% of the ownership interests of the applicable Contributed Entity.

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 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 the EL Entities are obligated to pay or indemnify the LATA Parties (collectively, a “Tax Claim”), the LATA Parties shall notify the EL Entities within ten (10) Business Days. The LATA Parties and the applicable 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 EL Entities would be responsible for all or a portion of such Tax Claim, the EL Entities may, at their 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 EL Entities, which shall not be unreasonably withheld or delayed.

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8.6 Certain Tax Elections. The EL Entities shall not allow the Contributed Entity or any of its Subsidiaries on or prior to the applicable 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 applicable Closing Date.

8.7 Other Treatment.

(a) The Parties agree for all relevant Tax purposes to treat all indemnification payments to the LATA 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 and/or Contract Rights, as applicable, to LATA Holdings in exchange for OP Units shall be treated under Section 721 of the Code.

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 Article 8.

8.9 Survival. The obligations of the EL Entities to pay or indemnify for a Tax under this Article 8 shall expire upon sixty (60) days after 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 EL Entities’ obligation to pay a Tax arises under a contract or other agreement or arrangement, the EL Entities’ 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 the EL Entities under this Article 8 shall survive until fully performed.

8.10 Transfer Taxes. All Transfer Taxes shall be paid by LATA. The Parties shall cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any Transfer Taxes.

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ARTICLE IX

CLOSINGS

9.1 Closings.

(a) The initial closing of the Transactions in respect of the Contract Assignments and each Initial Closing Property (as defined below) (the “Initial Closing”) shall take place at the offices of Goulston & Storrs, 885 Third Avenue, 18^th Floor, New York, New York 10022, or such other mutually agreed upon location, on the date hereof (the “Initial Closing Date”). Each Contributed Property, if any, included in the contribution transactions consummated at the Initial Closing 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 Goulston & Storrs, 885 Third Avenue, 18^th Floor, New York, New York 10022, 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 Closing deliveries by the LATA Parties. At each Closing, the LATA 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 LATA Parties and their Affiliates as may be party thereto:

(a) a joinder to the Registration Rights Agreement, with respect to each Person, if any, joining such agreement pursuant to Section 7.10 in respect of the Contract Rights or Contributed Properties, if any, to be contributed at such Closing;

(b) a Tax Protection Agreement, as, required by Section 7.9 in respect of the Contributed Properties to be contributed at such Closing;

(c) a duly executed REIT ownership limit waiver certificate substantially in the form attached hereto as Exhibit I (each a “REIT Ownership Limit Waiver”), with respect to each Person listed on Schedule 9.2(d) and receiving any securities of LATA Holdings at such Closing;

(d) a duly executed certificate of the Secretary of LATA, dated the Closing Date, in form and substance reasonably acceptable to the EL Entities, certifying: (i) the Organizational Documents of LATA and LATA Holdings and (ii) the resolutions adopted by the board of directors of LATA 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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(e) a duly executed settlement statement for each Contributed Property (collectively, the “Settlement Statements”), if any, to be contributed at such Closing;

(f) all of the documents required to be delivered under the Contribution Agreements in respect of the Contributed Properties to be contributed at such Closing; and

(g) any and all other instruments and documents required to be delivered by the LATA 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 Entities may reasonably request to effect the Transactions to be consummated at such Closing.

9.3 Closing deliveries by the EL Entities. At each Closing, the EL Entities 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 Registration Rights Agreement, with respect to each EL Affiliate, if any, joining such agreement pursuant to Section 7.10 in respect of the Contract Rights or Contributed Properties to be contributed at such Closing;

(b) the Tax Protection Agreements, if any, required by Section 7.9 in respect of the Contributed Properties, if any, to be contributed at such Closing and to which any EL Affiliate is a party;

(c) The Settlement Statements for each Contributed Property, if any, to be contributed at such Closing;

(d) all of the documents required to be delivered under the Contribution Agreements in respect of the Contributed Properties to be contributed at such Closing; and

(e) a certificate of non-foreign status (in a form reasonably acceptable to the LATA Holdings) pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations.

(f) any and all other instruments and documents required to be delivered by the EL Entities 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 LATA Parties may reasonably request to effect the Transactions to be consummated at such Closing.

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ARTICLE X

CONDITIONS PRECEDENT

10.1 Conditions Precedent to the Obligations of the EL Entities at Each Closing. The obligations of the EL Entities to consummate the Transactions to be consummated at each Closing are subject to the satisfaction or waiver (where permissible), at or prior to such Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of LATA and LATA Holdings in this Agreement that are not made as of a specific date shall be true and correct as of the date of such Closing and the representations and warranties of LATA and LATA 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 “LATA 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 LATA Material Adverse Effect.

(b) Agreements and Covenants. LATA and LATA 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 LATA or LATA Holdings under this Agreement at or prior to such Closing and under each applicable Contribution Agreement (excluding Lender Approvals) shall have been obtained by LATA or LATA Holdings, except where the failure of LATA or LATA Holdings to obtain any such a consent or approval is attributable to actions or inactions willfully undertaken by the EL Entities with the intent of delaying or preventing LATA or LATA Holdings from obtaining any such consent or approval.

(d) Lender Approvals. The Lender Approval or Refinancing in respect of such Contributed Properties, if any, to be contributed at such Closing shall have been obtained.

(e) Officer Certificate. LATA shall have delivered to the EL Entities a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of LATA, for itself and as general partner of LATA 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 LATA Material Adverse Effect.

(h) Tax Opinion. As a condition precedent to the Initial Closing only, Morris, Manning & Martin, LLP, outside tax counsel to LATA and LATA Holdings, shall have delivered opinions, dated as of the Initial Closing Date, addressed to the EL Entities and the Contributors in respect of the Contributed Properties, if any, to be contributed at such Closing in substantially the form attached hereto as Exhibit J regarding LATA’s status as a REIT, the status of LATA 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, Contract Assignments, and the other Transaction Agreements required to be executed and delivered pursuant to this Agreement at or prior to such Closing, shall have been executed and delivered by the parties thereto (other than the EL Entities and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the EL Entities and their Affiliates as may be party thereto) and no default shall have occurred under any of them. With respect to the Initial Closing, 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 (including, without limitation, the transactions contemplated by the Common Investment Agreement, the Contract Assignments and each of the applicable Contribution Agreements). With respect to each Subsequent Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at such Subsequent Closing shall have occurred simultaneously with such Subsequent Closing hereunder (including, without limitation, the transactions contemplated by each of the applicable Contribution Agreements).

(j) Other Closing Deliveries. Each of the agreements, certificates, instruments and other items and documents required to be delivered by the LATA Parties as set forth in Section 9.2 shall have been delivered.

10.2 Conditions Precedent to the Obligations of the LATA Parties at Each Closing. The obligations of the LATA Parties to consummate the Transactions to be consummated at each Closing are subject to the satisfaction or waiver (where permissible), at or prior to such Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of the EL Entities in this Agreement that are not made as of a specific date shall be true and correct as of the date of such Closing and the representations and warranties of the EL Entities 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 effect”, “Property Material Adverse Effect” 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 Entities 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.

(c) Consents. All consents and approvals required to be obtained by the EL Entities, an Affiliate of the EL Entities or a Contributed Entity under this Agreement at or prior to such Closing and under each applicable Contribution Agreement (excluding Lender Approvals) shall have been obtained by the EL Entities, such Affiliates of the EL Entities or

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Contributed Entity, except where the failure of the EL Entities, such Affiliates of the EL Entities or Contributed Entity to obtain any such a consent or approval is attributable to actions or inactions willfully undertaken by LATA or its Affiliates with the intent of delaying or preventing the EL Entities, such Affiliates of the EL Entities or Contributed Entity from obtaining any such consent or approval.

(d) Lender Approvals. The Lender Approval or Refinancing in respect of each of the Contributed Properties, if any, to be contributed at such Closing shall have been obtained.

(e) Title Policies. With respect to each Contributed Property, if any, to be contributed at such Closing, 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 LATA Parties pursuant to Section 3.1(d).

(f) Permits; Consents. With respect to each Contributed Property, if any, to be contributed at such Closing, 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 LATA Holdings or its successor or assignee shall have been received.

(g) Officer Certificates. Each of the EL Entities shall have delivered to LATA and LATA Holdings a certificate, dated as of the Closing Date, signed by an officer of such EL Entity 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, Contract Assignments and the other Transaction Agreements required to be executed and delivered pursuant to this Agreement at or prior to such Closing, shall have been executed and delivered by the parties thereto (other than the LATA Parties and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the LATA Parties and their Affiliates as may be party thereto) and shall not have been terminated for any reason. With respect to the Initial Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at the Initial Closing shall have

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occurred simultaneously with the Initial Closing hereunder (including, without limitation, the transactions contemplated by the Common Investment Agreement, Contract Assignment and each of the applicable Contribution Agreements). With respect to each Subsequent Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at such Subsequent Closing shall have occurred simultaneously with such Subsequent Closing hereunder (including, without limitation, the transactions contemplated by each of the applicable Contribution Agreements).

(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 Entities as set forth in Section 9.3.

ARTICLE XI

TERMINATION

11.1 Termination. At any time following the date hereof that any Contributed Properties remain to be contributed in the Initial Closing or any Subsequent Closing, as applicable, 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 the EL Entities, upon written notice to LATA, if LATA or LATA Holdings has breached any of its obligations hereunder or any Transaction Agreement and such breach has resulted or will result in the failure of any of the conditions set forth in Section 10.1 to be satisfied and such failure becomes incapable of being cured by LATA and LATA Holdings, as applicable, by the Final Closing Outside Date or, if capable of being cured by LATA and LATA Holdings, as applicable, by the Final Closing Outside Date, LATA and LATA 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 the EL Entities and diligently pursue such cure to completion thereafter; provided that the EL Entities 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 10.2 not to be satisfied;

(b) by LATA, upon written notice to the EL Entities, if either of the EL Entities has breached any of its obligations hereunder or any Transaction Agreement and such breach has resulted or will result in the failure of any of the conditions set forth in Section 10.2 to be satisfied and such failure becomes incapable of being cured by the EL Entities by the Final Closing Outside Date or, if capable of being cured by the EL Entities by the Final Closing Outside Date, the EL Entities do not commence to cure such breach or failure within ten (10) Business Days after its receipt of written notice thereof from LATA and diligently pursue such cure to completion thereafter; provided that the LATA 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 10.1 not to be satisfied; or

(c) by mutual written consent of each Party hereto.

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11.2 Effect of Termination. 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 each Party hereto shall remain liable for any willful and intentional breaches of this Agreement that occurred prior to its termination; and provided further, that the provisions of Section 7.1 (Access to Information), Section 11.3 (Fees and Expenses), Article XII hereof (General Provisions) and this Section 11.2 shall remain in full force and effect and survive any termination of this Agreement for the periods set forth in such Sections.

11.3 Fees and Expenses.

(a) Subject to the terms of 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 LATA, including, without limitation, all legal and other transaction and closing fees, costs and expenses.

(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.

ARTICLE XII

GENERAL PROVISIONS

12.1 Limited Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties 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 and warranties, shall survive the applicable Closing until the first anniversary of such Closing and, with respect to any written claim delivered to the EL Entities 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 the EL Entities’ receipt of such written claim. The covenants and agreement in this Agreement or in any certificate, instrument or writing delivered in connection herewith which by their terms contemplate actions or impose obligations following the applicable Closing shall survive such Closing and remain in full force and effect in accordance with their terms.

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 the EL Entities, to:

Elco Landmark Residential Holdings LLC

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Elco Landmark Residential Holdings II 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.

885 Third Avenue, 18th Floor

New York, New York 10022

Attention: Yaacov M. Gross, Esq.

Fax: (212) 878-6911

Email: ygross@goulstonstorrs.com

If to LATA or LATA Holdings, to:

Landmark Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr., Chief Executive Officer

Fax: (804) 237-1345

Email: jolander@LATApts.com

with a copy to:

Morris, Manning & Martin, LLP

1600 Atlanta Financial Center

3343 Peachtree Road, NE

Atlanta, Georgia 30326

Attention: Lauren Burnham Prevost, Esq.

Fax: (404) 365-9532

Email: lprevost@mmmlaw.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 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 Final Closing. This Agreement may not be amended except by an instrument in writing signed by the Parties hereto.

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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 (a) as set forth in Section 1.3 with respect to the Contributor Parties, (b) as set forth in the preamble to Article VI with respect to the Contributors and (c) 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 Delaware without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof.

(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 District of Delaware or in a Delaware state court sitting in New Castle County, Delaware (each, a “Chosen Court”), and each Party irrevocably (i) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (ii) waives any objection to laying venue in any such Proceeding in either Chosen Court, (iii) waives any objection that such Chosen Court is an inconvenient forum for the Proceeding, and (iv) 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.

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.

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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.

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 terms “knowledge”, “known” or words of similar import mean, with respect to the LATA Parties, the actual knowledge of the Persons listed on Schedule 12.12(b)(i) after reasonable investigation and, with respect to the EL Entities, the actual knowledge of the Persons listed on Schedule 12.12(b)(ii) after reasonable investigation. 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 Assignment Agreement as of the date first written above, by the Party’s duly authorized officer.

LATA PARTIES:	LANDMARK APARTMENT TRUST OF AMERICA, INC.
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer
	LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
	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:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	JLCo, LLC, its manager
		By:	/s/ Joseph Lubeck
		Name:	Joseph Lubeck
		Title:	President

EL2:	ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC
	By: JLCO, LLC, its manager
		By:	/s/ Elizabeth Truong
		Name: Elizabeth Truong
		Title: Authorized Signatory

2

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).

“ADMG 191” shall have the meaning set forth in the Recitals.

“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 LATA Parties’ 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 LATA Parties’ failure to pay any Transfer Taxes due in connection with the transactions contemplated by this Agreement.

“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.

“Agreement” means this Master Contribution and Assignment 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.

“Annual Report” shall have the meaning set forth in Section 6.1.

“Applicable Documents” shall have the meaning set forth in Section 1.2(a).

“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.

“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.

Appendix I-1

“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.

“Contract Assignment” and “Contract Assignments” shall have the meanings set forth in the Recitals.

“Contract Rights” shall have meaning set forth in Section 1.1(b).

“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 LATA Parties on or before the Closing, which are acceptable to the LATA Parties in their reasonable discretion; provided, however, any equipment leases, service or other contracts that the LATA 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 the EL Entities 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 five-month period ended May 31, 2013.

“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” and “Contribution Agreements” shall have the meanings set forth in the Recitals.

“Contribution Structure Chart” means the chart set forth on Schedule A hereto.

“Contributor Parties” shall have the meaning set forth in Section 1.3(a).

Appendix I-2

“Contributors” means, as the context may require, (i) with respect to any Contributed Property, the Persons named as (a) contributing parties to the applicable Contribution Agreement or (b) assigning parties to the applicable Contract Assignment, all as described in the Contribution Structure Chart or (ii) the same contributing and/or assigning parties described in clause (i) above, but 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 1.3(a).

“Disclosed Liabilities” shall have the meaning set forth in Section 5.5.

“EL1” means Elco Landmark Residential Holdings LLC, a Delaware limited liability company.

“EL2” means Elco Landmark Residential Holdings II LLC, a Delaware limited liability company.

“EL Affiliate(s)” means each of Joseph Lubeck, Elco Holdings Ltd., ADMG 191 Partners, LP, a Florida limited partnership, ADMG FairCave Partners LP, a Florida limited partnership, ADMG Partners LP, a North Carolina limited partnership, Elco LR OPT II LP, a Delaware limited partnership, Elco LR OPT II REIT LP, a Delaware real estate investment trust, and each of their respective Controlled Affiliates.

“EL Entities” has the meaning ascribed to it in the preamble to this 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” means 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 Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“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,

Appendix I-3

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.

“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, Apartment Trust of America Property Management, an Affiliate of LATA.

“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 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.

“Final Closing Outside Date” means the date that is the thirty (30) days after the Initial Closing, provided, however, that either Party shall have the right to extend such date by an additional thirty (30) days by providing the other Party with written notice of such intent at least five (5) days prior to the original Final Closing Outside Date.

“GAAP” shall have the meaning set forth in Section 6.1.

Appendix I-4

“Governmental Authority” means (a) anybody exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental agency, department, board, commission or other instrumentality, whether domestic or foreign, 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” means any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold.

“Heitman Contract Assignment” shall have the meaning set forth in the Recitals.

“Heitman LP Purchase Agreement” shall have the meaning set forth in the Recitals.

“Hunt Pool 1 Contract Assignment” shall have the meaning set forth in the Recitals.

“Hunt Pool 2 Contract Assignment” shall have the meaning set forth in the Recitals.

“Hunt Pool 1 LP Purchase Agreement” shall have the meaning set forth in the Recitals.

“Hunt Pool 2 LP Purchase Agreement” shall have the meaning set forth in the Recitals.

“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.

“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.

“Intellectual Property” shall have the meaning set forth in Section 6.10.

“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.

“LATA” means Landmark Apartment Trust of America, Inc., a Maryland corporation.

Appendix I-5

“LATA Advisory Fees” shall have the meaning set forth in Section 6.23.

“LATA Holdings” means Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership.

“LATA Material Adverse Effect” shall have the meaning set forth in Section 6.2.

“LATA Parties” means LATA and LATA Holdings.

“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 in 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.

“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.

“LP Purchase Agreement” shall have the meaning set forth in the Recitals.

“Money Laundering Laws” shall have the meaning set forth in Section 4.10.

Appendix I-6

“Non-Terminable Contracts” shall have the meaning set forth in Section 5.10.

“OFAC” shall have the meaning set forth in Section 4.11.

“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, LATA, LATA Holdings and the EL Entities, each of which is a “Party.”

“Partnership Agreement” means the Agreement of Limited Partnership of LATA 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 laws, ordinances and

Appendix I-7

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), 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, when compared with the aggregate value of all Contributed Properties.

“Pre-Closing Tax Period” means any taxable period that ends on or before the applicable 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 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.

“Quarterly Report” shall have the meaning set forth in Section 6.1.

“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.

“Registration Rights Agreement” shall have the meaning set forth in Section 7.10.

“REIT” shall have the meaning set forth in the Recitals.

“REIT Ownership Limited Waiver” shall have the meaning set forth in Section 9.2.

“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.

Appendix I-8

“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.

“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 LATA’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 LATA, any “subsidiary” of LATA as such term is defined in Rule 1-02 of Regulation S-X, including, without limitation, LATA 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.

“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 Contract Rights, or any interest or penalties incurred in connection with such change of ownership.

Appendix I-9

“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 LATA Parties.

“Transaction Agreements” shall mean this Agreement, the Contribution Agreements, the Contract Assignments, the Registration Rights Agreement, the Tax Protection Agreements, the Common Investment Agreement and the LP Purchase Agreements.

“Transaction Documents” shall have the meaning set forth in Section 5.1.

“Transactions” means the contribution and assignment transactions contemplated by this Agreement, the Contribution Agreements, the Contract Assignments and the transactions contemplated by the Common 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, Contract Rights, Contributed Entities and/or Contributed Properties to the LATA Parties. Transfer Taxes shall not include, and the EL Entities shall be solely responsible for, any Taxes due in respect of their 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 LATA Parties shall be the sole responsibility of the EL Entities.

Appendix I-10

SCHEDULE A

CONTRIBUTION STRUCTURE CHART

Property	Contributed Entity	Contributors	Agreement	Tax Protection	Consideration
Courtyards on the River (Heitman)	Sonoma Partners DE, LLC	1.      Boukris 2.      ADMG 191 Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. No. 2. No.	1. 15,780 OP Units, as described in the Assignment and Assumption Agreement for all of Boukris’ assignments of Heitman Pool 2. 45,169 OP Units, as described in the Contribution Agreement
Avondale by the Lakes (Heitman)	191 II Landmark Holdings LLC	1.      Boukris 2.      ADMG 191 Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. No. 2. No.	1. 15,780 OP Units, as described in the Assignment and Assumption Agreement for all of Boukris’ assignments of Heitman Pool 2. [77,702]* OP Units, as described in the Contribution Agreement
Fountain Oaks (Heitman)	Royal Green Partners, LLC	1.      Boukris 2.      ADMG 191 Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. No. 2. No.	1. 15,781 OP Units, as described in the Assignment and Assumption Agreement for all of Boukris’ assignments of Heitman Pool 2. 1,848 OP Units, as described in the Contribution Agreement

Grand Terraces (Hunt Pool 2)	EPCR Investors LLC	1.      EL 2.      ADMG Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. No. 2. No.	1. $10.00 in cash 2. 37,665 OP Units, as described in the Contribution Agreement
Stanford Reserve (Hunt Pool 2)	EPCR Investors LLC	1.      EL 2.      ADMG Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. No. 2. No.	1. $10.00 in cash 2. 76,089 OP Units, as described in the Contribution Agreement
Lexington on the Green (Hunt Pool 1)	FairCave Investors LLC	1.      EL LR OPT II REIT LP (“OPT REIT”) 2.      ADMG FairCave Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. Yes. 2. No.	1. 386,938 OP Units, as described in the Assignment and Assumption Agreement 2. [84,145]* OP Units, as described in the Contribution Agreement
Caveness Farms (Hunt Pool 1)	FairCave Investors LLC	1.      OPT REIT 2.      ADMG FairCave Partners LP	1.      Contract Assignment – 90% LP Interest 2.      Contribution Agreement – 10% GP Interest	1. Yes. 2. No.	1. 386,938 OP Units, as described in the Assignment and Assumption Agreement 2. [42,177]* OP Units, as described in the Contribution Agreement

* The number of OP Units to be delivered in consideration for each of the contributions denoted in this Schedule A with an asterisk (*) is subject to adjustment for proration as set forth in the applicable Contribution Agreement; provided, that the aggregate number of the denoted OP Units (as so adjusted), together with the number of OP Units to be delivered pursuant to the remaining Contribution Agreements identified above, shall not exceed, in the aggregate, 1,200,000 OP Units.

Appendix I-2

EX-10.2

Exhibit 10.2

INTEREST CONTRIBUTION AGREEMENT

by and among

ADMG PARTNERS LP,

as the Contributor,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,

as the Contributor’s Representative,

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP,

as the Purchaser

and

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

Relating to

EPCR Investors LLC,

the Contributed Entity

July 1, 2013

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale	2
1.2	Consideration	2
Article II. Closing		2
2.1	Closing	2
2.2	Closing Deliveries by the Contributor	3
2.3	Closing Deliveries by the Contributor’s Representative	4
2.4	Closing Deliveries by the Purchaser and LATA	4
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization	5
3.2	Title to Contributed Interests	5
3.3	Subsidiaries and Investments	6
3.4	Absence of Defaults and Conflicts	6
3.5	FIRPTA	6
3.6	OFAC	6
3.7	No Brokers	6
3.8	No Litigation	6
3.9	Investment Representations	7
3.10	Exculpation and Waiver of Claims	9
3.11	NO TAX REPRESENTATIONS	10
Article IV. Representations and Warranties of the Purchaser and LATA		10
4.1	Incorporation from Master Agreement	10
4.2	Valid Issuance of Securities	10
4.3	Integration	11
4.4	Section 704(c) Method	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 Contributor and the Contributor’s Representative	12
5.3	Conditions Precedent to the Obligations of LATA and LATA Holdings	13
Article VI. Termination		13
6.1	Termination	13
6.2	Effect of Termination	13
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	14
7.6	Publicity; Disclosure	14
Article VIII. General Provisions		15
8.1	Survival	15
8.2	Notices	15
8.3	Severability	16
8.4	Amendment	16

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8.5	Parties in Interest	16
8.6	Governing Law; Jurisdiction and Venue	17
8.7	Waiver of Jury Trial	17
8.8	Waiver	17
8.9	Mutual Drafting	17
8.10	Entire Agreement	17
8.11	Counterparts	18
8.12	Section Headings; Interpretation	18
8.13	Contributor’s Representative	18
8.14	Contribution to Certain Potential Liabilities Under Master Agreement	19
8.15	Attorneys’ Fees	19

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 July 1, 2013, is made and entered into by and among ADMG Partners LP, a North Carolina limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”) and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA 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 Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among LATA, LATA Holdings and EL and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2”).

B. LATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. LATA 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”). LATA holds all or substantially all of its properties through LATA Holdings, its operating partnership.

C. The Contributor and Apartment Properties Income and Growth Fund I, LLC, a Delaware limited liability company (the “Cash Contributor”), collectively, are the direct owners of one hundred percent (100%) of the limited liability company interests (the “Interests”) in EPCR Investors LLC (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, that certain multi-family property referred to as Grand Terraces (f/k/a Crown Ridge) Apartments and located in Charlotte, North Carolina and that certain multi-family property referred to as Stanford Reserve (f/k/a East Pointe) Apartments and located in Charlotte, North Carolina, as each is more particularly described in the Master Agreement (collectively, the “Property”), which Property is to be acquired by the Purchaser pursuant to the contribution of Interests contemplated hereby and the acquisition of Interests pursuant to the Cash Purchase Agreement (defined below).

D. The Cash Contributor, EL and the Contributor are party to that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, as amended by the First, Second, Third and Fourth Amendments thereto (collectively, the “Cash Purchase Agreement”), whereby the Cash Contributor agrees to sell all of its right, title and interest in and to the Interests to EL, in exchange for consideration consisting of cash, upon the terms and the conditions set forth in the Cash Purchase Agreement. As of the date hereof, EL has assigned all of its right, title and interest as buyer in and to the Cash Purchase Agreement to the Purchaser, and, simultaneously with the Closing (defined below) under this Agreement, the Purchaser intends to close the transactions contemplated by the Cash Purchase Agreement as buyer thereunder and to acquire the Interests owned by the Cash Contributor pursuant to the terms thereof.

E. The Parties desire to provide for the contribution of the Interests owned by the Contributor to the Purchaser, in exchange for consideration consisting of limited partnership interests in the Purchaser, upon the terms and subject to the conditions set forth below, such contribution to occur as part of the applicable Closing under the Master Agreement. Immediately prior to the Closing, the Cash Contributor owns 50% of the Interests and the Contributor owns 50% of the Interests (such Interests owned by the Contributor, the “Contributed Interests”)

F. 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 to the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute and sell to the Purchaser, all of the Contributor’s right, title and interest in and to the Contributed Interests, free and clear of all Liens; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale at the Closing of all, but not less than all, of the Interests, including those Interests to be acquired pursuant to the Cash Purchase Agreement.

1.2 Consideration.

(i) Securities. At and subject to the Closing, in consideration for the Contributed Interests to be contributed by the Contributor to the Purchaser hereunder, the Purchaser shall issue and deliver to the Contributor, in the aggregate, 113,754 limited partnership interest units in the Purchaser (“OP Units” or “Securities”).

(ii) 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 Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.

ARTICLE II.

CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Goulston & Storrs, a Professional Corporation, 885 3^rd Avenue, New York, New York 10022, or such other location as the Purchaser and the Contributor’s Representative may mutually agree, only as a part of, and simultaneously with, the

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satisfaction (or waiver if permitted) of (a) the conditions set forth in Article V of this Agreement, (b) the applicable Closing under the Master Agreement with respect to the Contributed Entity and the Property, (c) the applicable Closing under the Cash Purchase Agreement with respect to the Contributed Entity and the Property, and (d) the closing under that certain Common Stock Purchase Agreement dated on or about the date hereof by and between LATA, LATA Holdings, MB Equity Holdings, Inc., 2335887 Limited Partnership, EL and EL2 (the “Common Stock Agreement”). The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing Deliveries by the Contributor. At the Closing, the Contributor will deliver to the Purchaser each of the following agreements, instruments and other documents:

(i) an instrument of assignment substantially in the form attached hereto as Exhibit A, duly executed by the Contributor in favor of the Purchaser;

(ii) a joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (the “Joinder”), duly executed by the Contributor;

(iii) a release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C, duly executed by the Contributor;

(iv) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that the Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(v) a joinder to the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by the Contributor;

(vi) 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 the 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 the Contributor or its Affiliates or any of their respective directors, managers and officers;

(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 LATA may reasonably request to effect the transactions contemplated hereby.

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2.3 Closing Deliveries by the Contributor’s Representative. At the Closing, the Contributor’s Representative will 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):

(i) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributor’s Representative’s control as of the Closing Date) for the Property;

(ii) 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 Contributor’s Representative’s control as of the Closing Date;

(iii) 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;

(iv) 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 Contributor’s Representative’s control as of the Closing Date;

(v) 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 Contributor’s Representative or its Affiliates or any of their respective directors, managers and officers;

(vi) a duly executed counterpart of the Settlement Statement;

(vii) any affidavits or certifications as may be 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;

(viii) an owner’s affidavit in a form acceptable to the Title Company; and

(ix) any and all other instruments and documents required to be delivered by the Contributor’s 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 LATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing Deliveries by the Purchaser and LATA. At the Closing, the Purchaser and LATA will deliver to the 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):

(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;

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(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 LATA 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’s Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

The Contributor hereby represents and warrants to the Purchaser and LATA as follows:

3.1 Organization and Authorization. The Contributor 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 Contributor’s ability to conduct business in the Ordinary Course. The Contributor has all requisite power and authority to own, lease and operate the Property and to carry on its business as presently conducted. The Contributor 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 the Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). The Contributor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by the Contributor, such Contribution Document shall constitute the valid and binding obligation of the Contributor, enforceable against the 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 the Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of the Contributor. The Contributor has made available to the Purchaser true and complete copies of the Organizational Documents of the Contributor, as amended and as in effect on the date of this Agreement. The Contributor is not in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Contributed Interests. The Contributor owns the Contributed 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 the Contributor is a party relating to the sale, purchase or redemption of any of the Contributed Interests. Upon delivery to the Purchaser on the Closing Date of the Contributed Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Purchaser good and marketable title to such Contributed Interests, free and clear of all Liens.

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3.3 Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) 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, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an Portfolio 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 the Contributed Entity, 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.

3.4 Absence of Defaults and Conflicts. With respect to the 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 the Contributed Interests, under (A) any Organizational Documents of the Contributor if such Contributor is an entity, (B) any contract to which the Contributor is a party, or (C) any Laws applicable to the Contributor; or (ii) require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with, any Person.

3.5 FIRPTA. The Contributor is not 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 Closing pursuant to Code Section 1445(b)(2).

3.6 OFAC. The Contributor and, to the knowledge of the Contributor, any trustee, officer, agent, employee, Affiliate or Person acting on behalf of the Contributor or any of its Affiliates is not currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.7 No Brokers. None of the Contributor nor 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.

3.8 No Litigation. No Proceeding or Order is pending against or affecting the Contributor or any of its Affiliates (and, to the knowledge of the 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

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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 the Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.9 Investment Representations.

(i) The 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. The Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(ii) The 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, LATA and the Contributor’s 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 LATA 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 the 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, LATA and the Contributor’s Representative.

(iii) The 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. The Contributor recognizes that an investment in the Securities involves substantial risk and the Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(iv) The 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) The Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(vi) The Contributor is receiving the Securities 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 in violation of applicable securities laws. The Contributor agrees that it will not distribute, sell,

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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. The Contributor understands that (i) the LATA 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 LATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributor’s investment in the Securities (and the shares of LATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(vii) The 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 Contributor’s representations set forth herein. The 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) The Contributor understands that none of the Purchaser, LATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent or otherwise act on behalf of such Contributor in any way in connection with the purchase of the Securities. The Contributor also understands that legal counsel to the Purchaser, LATA 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, the Contributor.

(ix) THE CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES 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 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. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(x) The Contributor further represents and warrants to LATA and Purchaser that the Contributor (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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(xi) Legends. The 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 LATA 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.

3.10 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 Contributor as described in Section 3.8, the Contributor understands and acknowledges that LATA, the Purchaser, the Contributor’s Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about LATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributor or to its representatives. Therefore, the Contributor understands that (i) any information in its possession regarding LATA and the Purchaser: (A) may be incomplete in whole or in part, (B) has been provided to it by LATA 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 (1) is true, correct, accurate or complete, or (2) does not omit any fact necessary to make any such information not misleading and (3) 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 (ii) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of LATA and the Purchaser to make an informed decision regarding an investment in the Securities.

(ii) The 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 LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking

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damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributor in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by LATA or the Purchaser expressly set forth in this Agreement.

(iii) The Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and LATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. The Contributor agrees that neither the Contributor’s Representative nor any of the Contributor’s or the Contributor’s Representatives respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to the Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.11 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND LATA SET FORTH IN ARTICLE IV, THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR LATA OR ANY OF THEIR RESPECTIVE 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 LATA

The Purchaser and LATA, jointly and severally, hereby represent and warrant to the Contributor that the statements contained in this Article IV are true and correct, except as set forth herein in the Specified SEC Reports or in the schedules delivered by the Purchaser and LATA that are attached to the Master Agreement.

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and LATA 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 LATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of LATA 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 LATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the shares of LATA 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 LATA 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 LATA 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 LATA 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 LATA 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 LATA or the Purchaser.

4.3 Integration. None of LATA, 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 LATA 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 LATA 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.

4.4 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)).

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:

(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.

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(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.

(iii) Simultaneous Closing under Cash Purchase Agreement. The Cash Purchase Agreement shall be in full force and effect and shall not have been terminated for any reason. The rights, title and interest in and to the “Buyer” under the Cash Purchase Agreement shall have been assigned to LATA Holdings and the consummation of the transactions contemplated by the Cash Purchase Agreement to be consummated at the applicable closing thereunder with respect to the Interests to be purchased and sold thereunder shall have occurred simultaneously with the Closing hereunder.

(iv) Simultaneous Closing under the Common Stock Agreement. The Common Stock 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 Common Stock Agreement to be consummated at the applicable closing thereunder shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributor and the Contributor’s Representative. The obligations of the Contributor and the Contributor’s 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 LATA 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 LATA 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. LATA shall have delivered to the Contributor’s Representative for the benefit of the Contributor a certificate, dated the Closing Date, signed by the Chief Executive Officer of LATA, for itself and as general partner of LATA Holdings, certifying as to the satisfaction of the conditions specified in Sections 5.2(i) and 5.2(ii).

(iv) Closing Deliveries. The Purchaser and LATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

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5.3 Conditions Precedent to the Obligations of LATA and LATA Holdings. The obligations of LATA and LATA 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 Contributor 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 Contributor shall have performed, in all material respects, all obligations to be performed by it, and complied with, in all material respects, their agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Closing.

(iii) Officer Certificate. The Contributor shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of the Contributor, certifying as to the satisfaction of the conditions specified in Sections 5.3(i) and 5.3(ii) as to the Contributor.

(iv) Closing Deliveries. The Contributor and the Contributor’s 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:

(i) automatically, without the need for further action by any Party, upon the termination of the Master Agreement;

(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;

(iii) automatically, without the need for further action by any Party, upon the termination of the Cash Purchase Agreement; or

(iv) automatically, without the need for further action by any Party, upon the termination of the Common Stock Agreement.

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 (a) those obligations or liabilities which expressly survive the termination of this Agreement and (b) willful and intentional breaches of this Agreement that occurred prior to its termination; provided that the

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provisions of Section 7.6 (Publicity; Disclosure), Article VIII (General Provisions) and this Section 6.2 shall remain in full force and effect and survive any 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, the 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 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, the 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. LATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as limited partner 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 Contributor’s 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 LATA or its Affiliates, on the one hand, or the Contributor, the Contributor’s 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 Contributor’s Representative or LATA, 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 or exchange rules, as determined by LATA or by the Contributor’s Representative, in which event LATA or the Contributor’s Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

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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 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 LATA or LATA 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:

Morris, Manning & Martin, LLP

3343 Peachtree Road, N.E.

1600 Atlanta Financial Center

Atlanta, Georgia 30326

Attention: Lauren Burnham Prevost, Esq.

Fax: (404) 365-9532

Email: lprevost@mmmlaw.com

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If to the Contributor:

ADMG 191 Partners LP

c/o 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

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 Contributor’s Representative signing as attorney-in-fact on behalf of the Contributor).

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.

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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 Delaware without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof.

(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 District of Delaware or in a Delaware state court sitting in New Castle County, Delaware (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 8.6(a).

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 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 Master Agreement 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.

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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.

(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.

8.13 Contributor’s Representative.

(i) 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 Purchaser the payment of the Securities or any other amounts payable to the Contributor in connection therewith, and distributing to the 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 Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributor in connection with any dispute between the Contributor, on the one hand, and the Purchaser and LATA, 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 Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributor’s

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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 8.13, 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 8.13 or any decisions made by the Contributor’s 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.

(ii) The Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in 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 or other document executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The actions of the Contributor’s Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13 and on the decisions, determinations and instructions of the Contributor’s Representative.

(iii) The Contributor will indemnify the Contributor’s Representative and hold the Contributor’s Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of the Contributor’s Representative and arising out of or in connection with the acceptance or administration of the Contributor’s Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributor’s Representative. The Contributor’s 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, the Contributor hereby acknowledges that EL has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and LATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributor. The Contributor hereby agrees to execute and deliver to EL at or prior to the Closing an agreement relating to the Contributor’s contribution 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.

[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.

CONTRIBUTOR:	ADMG PARTNERS LP a North Carolina limited partnership
	By:	ADMG GP, LLC a North Carolina limited liability company its general partner
		By:	/s/ Elizabeth Truong
			Name: Elizabeth Truong
			Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to EPCR Investors LLC

CONTRIBUTOR’S REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	/s/ Elizabeth Truong
	Name:	Elizabeth Truong
	Title:	Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to EPCR Investors LLC

PURCHASER:	LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
	By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to EPCR Investors LLC

LATA:	LANDMARK APARTMENT TRUST OF AMERICA, INC.,
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to EPCR Investors 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 Joseph Lubeck, Elco Holdings Ltd., ADMG 191 Partners, LP, a Florida limited partnership, ADMG FairCave Partners LP, a Florida limited partnership, ADMG Partners LP, a North Carolina limited partnership, Elco LR OPT II LP, a Delaware limited partnership, Elco LR OPT II REIT LP, a Delaware real estate investment trust, and each of their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“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, (a) copies of (i) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (ii) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to LATA Holdings pursuant to the transactions contemplated by the Master Agreement, and (iii) the Common Stock Agreement, in each case, including each of the exhibits and schedules thereto, (b) copies of LATA’s Annual Report on Form 10-K for the year ended

Appendix 1-1

December 31, 2011, its 2012 Annual Proxy Statement, and its 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 LATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (c) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of LATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“LATA Common Stock” means the common stock, $0.01 par value per share, of LATA.

“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 LATA 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 LATA 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.

Appendix 1-2

“Person” means an individual, an Entity or a Governmental Authority.

“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 LATA 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.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributor’s 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

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

[TO BE ATTACHED]

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[EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

[TO BE ATTACHED]]

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EX-10.3

Exhibit 10.3

INTEREST CONTRIBUTION AGREEMENT

by and among

ADMG 191 PARTNERS LP,

as the Contributor,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,

as the Contributor’s Representative,

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP,

as the Purchaser

and

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

Relating to

Royal Green Partners, LLC,

the Contributed Entity

July 1, 2013

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 the Contributor	3
	2.3	Closing Deliveries by the Contributor’s Representative	4
	2.4	Closing Deliveries by the Purchaser and LATA	4
Article III. Representations and Warranties of the Contributors			5
	3.1	Organization and Authorization	5
	3.2	Title to Interests	6
	3.3	Subsidiaries and Investments	6
	3.4	Absence of Defaults and Conflicts	6
	3.5	FIRPTA	6
	3.6	OFAC	6
	3.7	No Brokers	7
	3.8	No Litigation	7
	3.9	Investment Representations	7
	3.10	Exculpation and Waiver of Claims	9
	3.11	NO TAX REPRESENTATIONS	10
Article IV. Representations and Warranties of the Purchaser and LATA			10
	4.1	Incorporation from Master Agreement	10
	4.2	Valid Issuance of Securities	11
	4.3	Integration	11
	4.4	Section 704(c) Method	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 Contributor and the Contributor’s Representative	12
	5.3	Conditions Precedent to the Obligations of LATA and LATA Holdings	13
Article VI. Termination			13
	6.1	Termination	13
	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	14
	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

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8.5	Parties in Interest	17
8.6	Governing Law; Jurisdiction and Venue	17
8.7	Waiver of Jury Trial	17
8.8	Waiver	17
8.9	Mutual Drafting	18
8.10	Entire Agreement	18
8.11	Counterparts	18
8.12	Section Headings; Interpretation	18
8.13	Contributor’s Representative	18
8.14	Contribution to Certain Potential Liabilities Under Master Agreement	20
8.15	Attorneys’ Fees	20

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 July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”) and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA 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 Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among LATA, LATA Holdings, EL and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2”).

B. LATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. LATA 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”). LATA holds all or substantially all of its properties through LATA Holdings, its operating partnership.

C. The Contributor and HVP Landmark Investor II, LLC, a Delaware limited liability company (the “Cash Contributor”), collectively, are the direct owners of one hundred percent (100%) of the limited liability company interests in 191 II Landmark Holdings LLC, a Delaware limited liability company (the “Joint Venture”) which is the sole owner of Royal Green Partners, LLC (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, that certain multi-family property referred to as Fountain Oaks (f/k/a Royal Green) Apartments and located in Jacksonville, Florida, as the same is more particularly described in the Master Agreement (the “Property”), which Property is to be acquired by the Purchaser pursuant to the contribution of Interests contemplated hereby and the acquisition of Interests pursuant to the Cash Purchase Agreement (defined below).

D. The Cash Contributor and the Contributor are party to that certain Purchase and Sale Agreement, dated as of November 29, 2012, as amended by the First, Second and Third Amendments thereto (collectively, the “Cash Purchase Agreement”), whereby the Cash Contributor agrees to sell all of its right, title and interest, direct or indirect, in and to limited liability company interests of the Contributed Entity (the “Interests”) to EL, in exchange for consideration consisting of cash, upon the terms and the conditions set forth in the Cash Purchase Agreement. As of the date hereof, EL has assigned all of its right, title and interest as buyer in and to the Cash Purchase Agreement to the Purchaser, and, simultaneously with the Closing (defined below) under this Agreement, the Purchaser intends to close the transactions contemplated by the Cash Purchase Agreement as buyer thereunder and to acquire the Interests owned by the Cash Contributor pursuant to the terms thereof.

E. Pursuant to the Cash Purchase Agreement, immediately prior to the Closing hereunder and thereunder, the Joint Venture shall cause all of the Interests to be distributed to each of the Cash Contributor and the Contributor in accordance with their respective percentage interests in the Joint Venture, such that the Cash Contributor and the Contributor shall become the direct owners of all of the Interests. Therefore, immediately prior to the Closing, the Cash Contributor will own 90% of the Interests and the Contributor will own 10% of the Interests (such Interests owned by the Contributor, the “Contributed Interests”).

F. The Parties desire to provide for the contribution of the Contributed Interests owned by the Contributor to the Purchaser, in exchange for consideration consisting of limited partnership interests in the Purchaser, upon the terms and subject to the conditions set forth below, such contribution to occur as part of the applicable Closing under the Master Agreement.

G. 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 to the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute and sell to the Purchaser, all of the Contributor’s right, title and interest in and to the Contributed Interests, free and clear of all Liens; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale at the Closing of all, but not less than all, of the Interests, including those Interests to be acquired pursuant to the Cash Purchase Agreement.

1.2 Consideration.

(a) Securities. At and subject to the Closing, in consideration for the Interests to be contributed by the Contributor to the Purchaser hereunder, the Purchaser shall issue and deliver to the Contributor 1,848 limited partnership interest units in the Purchaser (“OP Units” or “Securities”).

(b) 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 Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.

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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 Goulston & Storrs, a Professional Corporation, 885 3^rd Avenue, New York, New York 10022, or such other location as the Purchaser and the Contributor’s Representative may mutually agree, only as a part of, and simultaneously with, the satisfaction (or waiver if permitted) of (a) the conditions set forth in Article V of this Agreement, (b) the applicable Closing under the Master Agreement with respect to the Contributed Entity and the Property, (c) the applicable Closing under the Cash Purchase Agreement with respect to the Contributed Entity and the Property, and (d) the closing under that certain Common Stock Purchase Agreement dated on or about the date hereof by and between LATA, LATA Holdings, MB Equity Holdings, Inc., 2335887 Limited Partnership, EL and EL2 (the “Common Stock Agreement”). The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing Deliveries by the Contributor. At the Closing, the Contributor will deliver to the Purchaser each of the following agreements, instruments and other documents:

(a) an instrument of assignment substantially in the form attached hereto as Exhibit A, duly executed by the Contributor in favor of the Purchaser;

(b) a joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (the “Joinder”), duly executed by the Contributor;

(c) a release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C, duly executed by the Contributor;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that the Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) a joinder to the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by the Contributor;

(f) 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 the 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 the 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 LATA may reasonably request to effect the transactions contemplated hereby.

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2.3 Closing Deliveries by the Contributor’s Representative. At the Closing, the Contributor’s Representative will 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):

(a) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributor’s Representative’s control as of the Closing Date) for the Property;

(b) 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 Contributor’s Representative’s control as of the Closing Date;

(c) 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;

(d) 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 Contributor’s Representative’s control as of the Closing Date;

(e) 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 Contributor’s Representative or its Affiliates or any of their respective directors, managers and officers;

(f) a duly executed counterpart of the Settlement Statement;

(g) any affidavits or certifications as may be 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;

(h) an owner’s affidavit in a form acceptable to the Title Company; and

(i) any and all other instruments and documents required to be delivered by the Contributor’s 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 LATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing Deliveries by the Purchaser and LATA. At the Closing, the Purchaser and LATA will deliver to the 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):

(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;

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(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 LATA 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’s Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

The Contributor hereby represents and warrants to the Purchaser and LATA as follows:

3.1 Organization and Authorization. The Contributor 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 Contributor’s ability to conduct business in the Ordinary Course. The Contributor has all requisite power and authority to own, lease and operate the Property and to carry on its business as presently conducted. The Contributor 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 the Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). The Contributor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by the Contributor, such Contribution Document shall constitute the valid and binding obligation of the Contributor, enforceable against the 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 the Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of the Contributor. The Contributor has made available to the Purchaser true and complete copies of the Organizational Documents of the Contributor, as amended and as in effect on the date of this Agreement. The Contributor is not in default under or in violation of any provision of its Organizational Documents.

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3.2 Title to Interests. The Contributor owns the Contributed 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 the Contributor is a party relating to the sale, purchase or redemption of any of the Contributed Interests. Upon delivery to the Purchaser on the Closing Date of the Contributed Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Purchaser good and marketable title to such Contributed Interests, free and clear of all Liens.

3.3 Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) 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, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an Portfolio 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 the Contributed Entity, 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.

3.4 Absence of Defaults and Conflicts. With respect to the 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 the Contributed Interests, under (A) any Organizational Documents of the Contributor if such Contributor is an entity, (B) any contract to which the Contributor is a party, or (C) any Laws applicable to the Contributor; or (ii) require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with, any Person.

3.5 FIRPTA. The Contributor is not 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 Closing pursuant to Code Section 1445(b)(2).

3.6 OFAC. The Contributor and, to the knowledge of the Contributor, any trustee, officer, agent, employee, Affiliate or Person acting on behalf of the Contributor or any of its Affiliates is not 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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3.7 No Brokers. None of the Contributor nor 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.

3.8 No Litigation. No Proceeding or Order is pending against or affecting the Contributor or any of its Affiliates (and, to the knowledge of the 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 the Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.9 Investment Representations.

(a) The 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. The Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) The 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, LATA and the Contributor’s 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 LATA 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 the 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, LATA and the Contributor’s Representative.

(c) The 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. The Contributor recognizes that an investment in the Securities involves substantial risk and the Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) The 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).

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(e) The Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) The Contributor is receiving the Securities 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 in violation of applicable securities laws. The Contributor 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. The Contributor understands that (i) the LATA 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 LATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributor’s investment in the Securities (and the shares of LATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) The 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 Contributor’s representations set forth herein. The 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) The Contributor understands that none of the Purchaser, LATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent or otherwise act on behalf of such Contributor in any way in connection with the purchase of the Securities. The Contributor also understands that legal counsel to the Purchaser, LATA 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, the Contributor.

(i) THE CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES 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 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. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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(j) The Contributor further represents and warrants to LATA and Purchaser that the Contributor (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. The 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 LATA 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.

3.10 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 Contributor as described in Section 3.8, the Contributor understands and acknowledges that LATA, the Purchaser, the Contributor’s Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about LATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributor or to its representatives. Therefore, the Contributor understands that (i) any information in its possession regarding LATA and the Purchaser: (A) may be incomplete in whole or in part, (B) has been provided to it by LATA 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 (1) is true, correct, accurate or complete, or (2) does not omit any fact necessary to make any such information not misleading and (3) 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 (ii) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of LATA and the Purchaser to make an informed decision regarding an investment in the Securities.

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(b) The 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 LATA, 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 LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributor in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by LATA or the Purchaser expressly set forth in this Agreement.

(c) The Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and LATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. The Contributor agrees that neither the Contributor’s Representative nor any of the Contributor’s or the Contributor’s Representatives respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to the Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.11 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND LATA SET FORTH IN ARTICLE IV, THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR LATA OR ANY OF THEIR RESPECTIVE 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 LATA

The Purchaser and LATA, jointly and severally, hereby represent and warrant to the Contributor that the statements contained in this Article IV are true and correct, except as set forth herein in the Specified SEC Reports or in the schedules delivered by the Purchaser and LATA that are attached to the Master Agreement.

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and LATA 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 LATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of LATA 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 LATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the shares of LATA 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 LATA 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 LATA 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 LATA 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 LATA 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 LATA or the Purchaser.

4.3 Integration. None of LATA, 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 LATA 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 LATA 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.

4.4 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)).

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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) Simultaneous Closing under Cash Purchase Agreement. The Cash Purchase Agreement shall be in full force and effect and shall not have been terminated for any reason. The rights, title and interest in and to the “Buyer” under the Cash Purchase Agreement shall have been assigned to LATA Holdings and the consummation of the transactions contemplated by the Cash Purchase Agreement to be consummated at the applicable closing thereunder with respect to the Interests to be purchased and sold thereunder shall have occurred simultaneously with the Closing hereunder.

(d) Simultaneous Closing under the Common Stock Agreement. The Common Stock 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 Common Stock Agreement to be consummated at the applicable closing thereunder shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributor and the Contributor’s Representative. The obligations of the Contributor and the Contributor’s 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 LATA 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 LATA 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. LATA shall have delivered to the Contributor’s Representative for the benefit of the Contributor a certificate, dated the Closing Date, signed by the Chief Executive Officer of LATA, for itself and as general partner of LATA 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 LATA 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 LATA and LATA Holdings. The obligations of LATA and LATA 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 Contributor 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 Contributor shall have performed, in all material respects, all obligations to be performed by it, and complied with, in all material respects, their agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Closing.

(c) Officer Certificate. The Contributor shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of the Contributor, certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) as to the Contributor.

(d) Closing Deliveries. The Contributor and the Contributor’s Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Sections 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;

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(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;

(c) automatically, without the need for further action by any Party, upon the termination of the Cash Purchase Agreement; or

(d) automatically, without the need for further action by any Party, upon the termination of the Common Stock Agreement.

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 (a) those obligations or liabilities which expressly survive the termination of this Agreement and (b) willful and intentional breaches of this Agreement that occurred prior to its termination; provided that the provisions of Section 7.6 (Publicity; Disclosure), Article VIII (General Provisions) and this Section 6.2 shall remain in full force and effect and survive any 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, the 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 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, the 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. LATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as a limited partner 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 Contributor’s 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.

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7.6 Publicity; Disclosure. None of LATA or its Affiliates, on the one hand, or the Contributor, the Contributor’s 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 Contributor’s Representative or LATA, 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 or exchange rules, as determined by LATA or by the Contributor’s Representative, in which event LATA or the Contributor’s 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 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

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If to LATA or LATA 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:

Morris, Manning & Martin, LLP

3343 Peachtree Road, N.E.

1600 Atlanta Financial Center

Atlanta, Georgia 30326

Attention: Lauren Burnham Prevost, Esq.

Fax: (404) 365-9532

Email: lprevost@mmmlaw.com

If to the Contributor:

ADMG 191 Partners LP

c/o 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

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 Contributor’s Representative signing as attorney-in-fact on behalf of the Contributor).

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 Delaware without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof.

(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 District of Delaware or in a Delaware state court sitting in New Castle County, Delaware (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 8.6(a).

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.

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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 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 Master Agreement 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 Contributor’s Representative.

(a) 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

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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 Purchaser the payment of the Securities or any other amounts payable to the Contributor in connection therewith, and distributing to the 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 Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributor in connection with any dispute between the Contributor, on the one hand, and the Purchaser and LATA, 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 Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering any and 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 8.13, 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 8.13 or any decisions made by the Contributor’s 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 Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in 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 or other document executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The actions of the Contributor’s Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13 and on the decisions, determinations and instructions of the Contributor’s Representative.

(c) The Contributor will indemnify the Contributor’s Representative and hold the Contributor’s Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of the Contributor’s Representative and arising out of or in connection with the acceptance or administration of the Contributor’s Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributor’s Representative. The Contributor’s Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

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8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, the Contributor hereby acknowledges that EL has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and LATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributor. The Contributor hereby agrees to execute and deliver to EL at or prior to the Closing an agreement relating to the Contributor’s contribution 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 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.

[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.

CONTRIBUTOR:	ADMG 191 PARTNERS LP a Florida limited partnership
	By:	ADMG 191 GP, LLC a Florida limited liability company its general partner
		By:	/s/ Elizabeth Truong
			Name: Elizabeth Truong
			Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Royal Green Partners, LLC

CONTRIBUTOR’S REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	/s/ Elizabeth Truong
	Name:	Elizabeth Truong
	Title:	Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Royal Green Partners, LLC

PURCHASER:	LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
	By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Royal Green Partners, LLC

LATA:	LANDMARK APARTMENT TRUST OF AMERICA, INC.,
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Royal Green Partners, 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 Joseph Lubeck, Elco Holdings Ltd., ADMG 191 Partners, LP, a Florida limited partnership, ADMG FairCave Partners LP, a Florida limited partnership, ADMG Partners LP, a North Carolina limited partnership, Elco LR OPT II LP, a Delaware limited partnership, Elco LR OPT II REIT LP, a Delaware real estate investment trust, and each of their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“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, (a) copies of (i) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (ii) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to LATA Holdings pursuant to the transactions contemplated by the Master Agreement, and (iii) the Common Stock Agreement, in each case, including each of the exhibits and schedules thereto, (b) copies of LATA’s Annual Report on Form 10-K for the year ended

Appendix 1-1

December 31, 2011, its 2012 Annual Proxy Statement, and its 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 LATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (c) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of LATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“LATA Common Stock” means the common stock, $0.01 par value per share, of LATA.

“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 LATA 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 LATA 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.

Appendix 1-2

“Person” means an individual, an Entity or a Governmental Authority.

“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 LATA 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.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributor’s 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

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

[TO BE ATTACHED]

2

[EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

[TO BE ATTACHED]]

3

EX-10.4

Exhibit 10.4

INTEREST CONTRIBUTION AGREEMENT

by and among

ADMG 191 PARTNERS LP,

as the Contributor,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,

as the Contributor’s Representative,

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP,

as the Purchaser

and

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

Relating to

Sonoma Partners DE, LLC,

the Contributed Entity

July 1, 2013

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 the Contributor	3
2.3	Closing Deliveries by the Contributor’s Representative	4
2.4	Closing Deliveries by the Purchaser and LATA	5
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization	5
3.2	Title to Interests	6
3.3	Subsidiaries and Investments	6
3.4	Absence of Defaults and Conflicts	6
3.5	FIRPTA	6
3.6	OFAC	6
3.7	No Brokers	7
3.8	No Litigation	7
3.9	Investment Representations	7
3.10	Exculpation and Waiver of Claims	9
3.11	NO TAX REPRESENTATIONS	10
Article IV. Representations and Warranties of the Purchaser and LATA		10
4.1	Incorporation from Master Agreement	10
4.2	Valid Issuance of Securities	11
4.3	Integration	11
4.4	Section 704(c) Method	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 Contributor and the Contributor’s Representative	12
5.3	Conditions Precedent to the Obligations of LATA and LATA Holdings	13
Article VI. Termination		13
6.1	Termination	13
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	14
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

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8.5	Parties in Interest	17
8.6	Governing Law; Jurisdiction and Venue	17
8.7	Waiver of Jury Trial	17
8.8	Waiver	17
8.9	Mutual Drafting	18
8.10	Entire Agreement	18
8.11	Counterparts	18
8.12	Section Headings; Interpretation	18
8.13	Contributor’s Representative	18
8.14	Contribution to Certain Potential Liabilities Under Master Agreement	20
8.15	Attorneys’ Fees	20

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 July 1, 2013, is made and entered into by and among ADMG 191 Partners LP, a Florida limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”) and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA 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 Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among LATA, LATA Holdings, EL and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2”).

B. LATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. LATA 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”). LATA holds all or substantially all of its properties through LATA Holdings, its operating partnership.

C. The Contributor and HVP Landmark Investor II, LLC, a Delaware limited liability company (the “Cash Contributor”), collectively, are the direct owners of one hundred percent (100%) of the limited liability company interests in 191 II Landmark Holdings LLC, a Delaware limited liability company (the “Joint Venture”) which is the sole owner of Sonoma Partners DE, LLC (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, that certain multi-family property referred to as Courtyards on the River (f/k/a Sonoma Park) Apartments and located in Tampa, Florida, as the same is more particularly described in the Master Agreement (collectively, the “Property”), which Property is to be acquired by the Purchaser pursuant to the contribution of Interests contemplated hereby and the acquisition of Interests pursuant to the Cash Purchase Agreement (defined below).

D. The Cash Contributor and the Contributor are party to that certain Purchase and Sale Agreement, dated as of November 29, 2012, as amended by the First, Second and Third Amendments thereto (collectively, the “Cash Purchase Agreement”), whereby the Cash Contributor agrees to sell all of its right, title and interest, direct or indirect, in and to limited liability company interests of the Contributed Entity (the “Interests”) to EL, in exchange for consideration consisting of cash, upon the terms and the conditions set forth in the Cash Purchase Agreement. As of the date hereof, EL has assigned all of its right, title and interest as buyer in and to the Cash Purchase Agreement to the Purchaser, and, simultaneously with the Closing (defined below) under this Agreement, the Purchaser intends to close the transactions contemplated by the Cash Purchase Agreement as buyer thereunder and to acquire the Interests owned by the Cash Contributor pursuant to the terms thereof.

E. Pursuant to the Cash Purchase Agreement, immediately prior to the Closing hereunder and thereunder, the Joint Venture shall cause all of the Interests to be distributed to each of the Cash Contributor and the Contributor in accordance with their respective percentage interests in the Joint Venture, such that the Cash Contributor and the Contributor shall become the direct owners of all of the Interests. Therefore, immediately prior to the Closing, the Cash Contributor will own 90% of the Interests and the Contributor will own 10% of the Interests (such Interests owned by the Contributor, the “Contributed Interests”).

F. The Parties desire to provide for the contribution of the Contributed Interests owned by the Contributor to the Purchaser, in exchange for consideration consisting of limited partnership interests in the Purchaser, upon the terms and subject to the conditions set forth below, such contribution to occur as part of the applicable Closing under the Master Agreement.

G. 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 to the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute and sell to the Purchaser, all of the Contributor’s right, title and interest in and to the Contributed Interests, free and clear of all Liens; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale at the Closing of all, but not less than all, of the Interests, including those Interests to be acquired pursuant to the Cash Purchase Agreement.

1.2 Consideration.

(a) Securities. At and subject to the Closing, in consideration for the Interests to be contributed by the Contributor to the Purchaser hereunder, the Purchaser shall issue and deliver to the Contributor 44,627 limited partnership interest units in the Purchaser (“OP Units” or “Securities”).

(b) 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 Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.

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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 Goulston & Storrs, a Professional Corporation, 885 3^rd Avenue, New York, New York 10022, or such other location as the Purchaser and the Contributor’s Representative may mutually agree, only as a part of, and simultaneously with, the satisfaction (or waiver if permitted) of (a) the conditions set forth in Article V of this Agreement, (b) the applicable Closing under the Master Agreement with respect to the Contributed Entity and the Property, (c) the applicable Closing under the Cash Purchase Agreement with respect to the Contributed Entity and the Property, and (d) the closing under that certain Common Stock Purchase Agreement dated on or about the date hereof by and between LATA, LATA Holdings, MB Equity Holdings, Inc., 2335887 Limited Partnership, EL and EL2 (the “Common Stock Agreement”). The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing Deliveries by the Contributor. At the Closing, the Contributor will deliver to the Purchaser each of the following agreements, instruments and other documents:

(a) an instrument of assignment substantially in the form attached hereto as Exhibit A, duly executed by the Contributor in favor of the Purchaser;

(b) a joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (the “Joinder”), duly executed by the Contributor;

(c) a release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C, duly executed by the Contributor;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that the Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) a joinder to the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by the Contributor;

(f) 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 the 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 the 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 LATA may reasonably request to effect the transactions contemplated hereby.

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2.3 Closing Deliveries by the Contributor’s Representative. At the Closing, the Contributor’s Representative will 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):

(a) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributor’s Representative’s control as of the Closing Date) for the Property;

(b) 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 Contributor’s Representative’s control as of the Closing Date;

(c) 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;

(d) 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 Contributor’s Representative’s control as of the Closing Date;

(e) 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 Contributor’s Representative or its Affiliates or any of their respective directors, managers and officers;

(f) a duly executed counterpart of the Settlement Statement;

(g) any affidavits or certifications as may be 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;

(h) an owner’s affidavit in a form acceptable to the Title Company; and

(i) any and all other instruments and documents required to be delivered by the Contributor’s 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 LATA may reasonably request to effect the transactions contemplated hereby.

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2.4 Closing Deliveries by the Purchaser and LATA. At the Closing, the Purchaser and LATA will deliver to the 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):

(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 LATA 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’s Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

The Contributor hereby represents and warrants to the Purchaser and LATA as follows:

3.1 Organization and Authorization. The Contributor 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 Contributor’s ability to conduct business in the Ordinary Course. The Contributor has all requisite power and authority to own, lease and operate the Property and to carry on its business as presently conducted. The Contributor 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 the Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). The Contributor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by the Contributor, such Contribution Document shall constitute the valid and binding obligation of the Contributor, enforceable against the 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 the Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of the Contributor. The Contributor has made available to the Purchaser true and complete copies of the Organizational Documents of the Contributor, as amended and as in effect on the date of this Agreement. The Contributor is not in default under or in violation of any provision of its Organizational Documents.

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3.2 Title to Interests. The Contributor owns the Contributed 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 the Contributor is a party relating to the sale, purchase or redemption of any of the Contributed Interests. Upon delivery to the Purchaser on the Closing Date of the Contributed Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Purchaser good and marketable title to such Contributed Interests, free and clear of all Liens.

3.3 Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) 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, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an Portfolio 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 the Contributed Entity, 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.

3.4 Absence of Defaults and Conflicts. With respect to the 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 the Contributed Interests, under (A) any Organizational Documents of the Contributor if such Contributor is an entity, (B) any contract to which the Contributor is a party, or (C) any Laws applicable to the Contributor; or (ii) require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with, any Person.

3.5 FIRPTA. The Contributor is not 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 Closing pursuant to Code Section 1445(b)(2).

3.6 OFAC. The Contributor and, to the knowledge of the Contributor, any trustee, officer, agent, employee, Affiliate or Person acting on behalf of the Contributor or any of its Affiliates is not currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

6

3.7 No Brokers. None of the Contributor nor 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.

3.8 No Litigation. No Proceeding or Order is pending against or affecting the Contributor or any of its Affiliates (and, to the knowledge of the 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 the Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.9 Investment Representations.

(a) The 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. The Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) The 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, LATA and the Contributor’s 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 LATA 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 the 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, LATA and the Contributor’s Representative.

(c) The 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. The Contributor recognizes that an investment in the Securities involves substantial risk and the Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) The 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).

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(e) The Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) The Contributor is receiving the Securities 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 in violation of applicable securities laws. The Contributor 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. The Contributor understands that (i) the LATA 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 LATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributor’s investment in the Securities (and the shares of LATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) The 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 Contributor’s representations set forth herein. The 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) The Contributor understands that none of the Purchaser, LATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent or otherwise act on behalf of such Contributor in any way in connection with the purchase of the Securities. The Contributor also understands that legal counsel to the Purchaser, LATA 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, the Contributor.

(i) THE CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES 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 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. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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(j) The Contributor further represents and warrants to LATA and Purchaser that the Contributor (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. The 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 LATA 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.

3.10 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 Contributor as described in Section 3.8, the Contributor understands and acknowledges that LATA, the Purchaser, the Contributor’s Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about LATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributor or to its representatives. Therefore, the Contributor understands that (i) any information in its possession regarding LATA and the Purchaser: (A) may be incomplete in whole or in part, (B) has been provided to it by LATA 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 (1) is true, correct, accurate or complete, or (2) does not omit any fact necessary to make any such information not misleading and (3) 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 (ii) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of LATA and the Purchaser to make an informed decision regarding an investment in the Securities.

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(b) The 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 LATA, 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 LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributor in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by LATA or the Purchaser expressly set forth in this Agreement.

(c) The Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and LATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. The Contributor agrees that neither the Contributor’s Representative nor any of the Contributor’s or the Contributor’s Representatives respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to the Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.11 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND LATA SET FORTH IN ARTICLE IV, THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR LATA OR ANY OF THEIR RESPECTIVE 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 LATA

The Purchaser and LATA, jointly and severally, hereby represent and warrant to the Contributor that the statements contained in this Article IV are true and correct, except as set forth herein in the Specified SEC Reports or in the schedules delivered by the Purchaser and LATA that are attached to the Master Agreement.

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and LATA 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 LATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of LATA 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 LATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the shares of LATA 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 LATA 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 LATA 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 LATA 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 LATA 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 LATA or the Purchaser.

4.3 Integration. None of LATA, 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 LATA 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 LATA 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.

4.4 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)).

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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) Simultaneous Closing under Cash Purchase Agreement. The Cash Purchase Agreement shall be in full force and effect and shall not have been terminated for any reason. The rights, title and interest in and to the “Buyer” under the Cash Purchase Agreement shall have been assigned to LATA Holdings and the consummation of the transactions contemplated by the Cash Purchase Agreement to be consummated at the applicable closing thereunder with respect to the Interests to be purchased and sold thereunder shall have occurred simultaneously with the Closing hereunder.

(d) Simultaneous Closing under the Common Stock Agreement. The Common Stock 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 Common Stock Agreement to be consummated at the applicable closing thereunder shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributor and the Contributor’s Representative. The obligations of the Contributor and the Contributor’s 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 LATA 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 LATA 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. LATA shall have delivered to the Contributor’s Representative for the benefit of the Contributor a certificate, dated the Closing Date, signed by the Chief Executive Officer of LATA, for itself and as general partner of LATA 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 LATA 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 LATA and LATA Holdings. The obligations of LATA and LATA 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 Contributor 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 Contributor shall have performed, in all material respects, all obligations to be performed by it, and complied with, in all material respects, their agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Closing.

(c) Officer Certificate. The Contributor shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of the Contributor, certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) as to the Contributor.

(d) Closing Deliveries. The Contributor and the Contributor’s Representative shall have delivered, or caused to be delivered, each of the respective items set forth in Section 0 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;

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(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;

(c) automatically, without the need for further action by any Party, upon the termination of the Cash Purchase Agreement; or

(d) automatically, without the need for further action by any Party, upon the termination of the Common Stock Agreement.

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 (a) those obligations or liabilities which expressly survive the termination of this Agreement and (b) willful and intentional breaches of this Agreement that occurred prior to its termination; provided that the provisions of Section 7.6 (Publicity; Disclosure), Article VIII (General Provisions) and this Section 6.2 shall remain in full force and effect and survive any 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, the 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 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, the 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. LATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as limited partner 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 Contributor’s 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.

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7.6 Publicity; Disclosure. None of LATA or its Affiliates, on the one hand, or the Contributor, the Contributor’s 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 Contributor’s Representative or LATA, 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 or exchange rules, as determined by LATA or by the Contributor’s Representative, in which event LATA or the Contributor’s 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 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

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If to LATA or LATA 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:

Morris, Manning & Martin, LLP

3343 Peachtree Road, N.E.

1600 Atlanta Financial Center

Atlanta, Georgia 30326

Attention: Lauren Burnham Prevost, Esq.

Fax: (404) 365-9532

Email: lprevost@mmmlaw.com

If to the Contributor:

ADMG 191 Partners LP

c/o 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

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 Contributor’s Representative signing as attorney-in-fact on behalf of the Contributor).

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 Delaware without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof.

(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 District of Delaware or in a Delaware state court sitting in New Castle County, Delaware (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 8.6(a).

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.

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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 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 Master Agreement 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 Contributor’s Representative.

(a) 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

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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 Purchaser the payment of the Securities or any other amounts payable to the Contributor in connection therewith, and distributing to the 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 Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributor in connection with any dispute between the Contributor, on the one hand, and the Purchaser and LATA, 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 Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering any and 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 8.13, 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 8.13 or any decisions made by the Contributor’s 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 Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in 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 or other document executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The actions of the Contributor’s Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13 and on the decisions, determinations and instructions of the Contributor’s Representative.

(c) The Contributor will indemnify the Contributor’s Representative and hold the Contributor’s Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of the Contributor’s Representative and arising out of or in connection with the acceptance or administration of the Contributor’s Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributor’s Representative. The Contributor’s Representative will be entitled to the advance and reimbursement of costs and expenses incurred in the performance of its duties hereunder.

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8.14 Contribution to Certain Potential Liabilities Under Master Agreement. In addition to and not in lieu of the provisions of Section 8.13, the Contributor hereby acknowledges that EL has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and LATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributor. The Contributor hereby agrees to execute and deliver to EL at or prior to the Closing an agreement relating to the Contributor’s contribution 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.

[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.

CONTRIBUTOR:	ADMG 191 PARTNERS LP a Florida limited partnership
	By:	ADMG 191 GP, LLC a Florida limited liability company its general partner
		By:	/s/ Elizabeth Truong
			Name: Elizabeth Truong Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Sonoma Partners DE, LLC

CONTRIBUTOR’S REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	/s/ Elizabeth Truong
	Name:	Elizabeth Truong
	Title:	Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Sonoma Partners DE, LLC

PURCHASER:	LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
	By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Sonoma Partners DE, LLC

LATA:	LANDMARK APARTMENT TRUST OF AMERICA, INC.,
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Sonoma Partners DE, 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 Joseph Lubeck, Elco Holdings Ltd., ADMG 191 Partners, LP, a Florida limited partnership, ADMG FairCave Partners LP, a Florida limited partnership, ADMG Partners LP, a North Carolina limited partnership, Elco LR OPT II LP, a Delaware limited partnership, Elco LR OPT II REIT LP, a Delaware real estate investment trust, and each of their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“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, (a) copies of (i) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (ii) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to LATA Holdings pursuant to the transactions contemplated by the Master Agreement, and (iii) the Common Stock Agreement, in each case, including each of the exhibits and schedules thereto, (b) copies of LATA’s Annual Report on Form 10-K for the year ended

Appendix 1-1

December 31, 2011, its 2012 Annual Proxy Statement, and its 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 LATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (c) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of LATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“LATA Common Stock” means the common stock, $0.01 par value per share, of LATA.

“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 LATA 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 LATA 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.

Appendix 1-2

“Person” means an individual, an Entity or a Governmental Authority.

“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 LATA 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.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributor’s 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

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

[TO BE ATTACHED]

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[EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

[TO BE ATTACHED]]

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EX-10.5

Exhibit 10.5

INTEREST CONTRIBUTION AGREEMENT

by and among

ADMG FAIRCAVE PARTNERS LP,

as the Contributor,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,

as the Contributor’s Representative,

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP,

as the Purchaser

and

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

Relating to

FairCave Investors LLC,

the Contributed Entity

July 1, 2013

TABLE OF CONTENTS

Article I. Contribution and Sale		2
1.1	Contribution and Sale	2
1.2	Consideration	2
Article II. Closing		2
2.1	Closing	2
2.2	Closing Deliveries by the Contributor	3
2.3	Closing Deliveries by the Contributor’s Representative	3
2.4	Closing Deliveries by the Purchaser and LATA	4
Article III. Representations and Warranties of the Contributors		5
3.1	Organization and Authorization	5
3.2	Title to Interests	5
3.3	Subsidiaries and Investments	6
3.4	Absence of Defaults and Conflicts	6
3.5	FIRPTA	6
3.6	OFAC	6
3.7	No Brokers	6
3.8	No Litigation	6
3.9	Investment Representations	7
3.10	Exculpation and Waiver of Claims	9
3.11	NO TAX REPRESENTATIONS	10
Article IV. Representations and Warranties of the Purchaser and LATA		10
4.1	Incorporation from Master Agreement	10
4.2	Valid Issuance of Securities	10
4.3	Integration	11
4.4	Section 704(c) Method	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 Contributor and the Contributor’s Representative	12
5.3	Conditions Precedent to the Obligations of LATA and LATA Holdings	13
Article VI. Termination		13
6.1	Termination	13
6.2	Effect of Termination	13
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	14
7.6	Publicity; Disclosure	14
Article VIII. General Provisions		15
8.1	Survival	15
8.2	Notices	15
8.3	Severability	16
8.4	Amendment	16

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8.5	Parties in Interest	16
8.6	Governing Law; Jurisdiction and Venue	17
8.7	Waiver of Jury Trial	17
8.8	Waiver	17
8.9	Mutual Drafting	17
8.10	Entire Agreement	17
8.11	Counterparts	18
8.12	Section Headings; Interpretation	18
8.13	Contributor’s Representative	18
8.14	Contribution to Certain Potential Liabilities Under Master Agreement	19
8.15	Attorneys’ Fees	19

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 July 1, 2013, is made and entered into by and among ADMG FairCave Partners LP, a Florida limited partnership (the “Contributor”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL” or the “Contributor’s Representative”), Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“LATA Holdings” or the “Purchaser”), and Landmark Apartment Trust of America, Inc., a Maryland corporation (“LATA”). The Contributor, the Contributor’s Representative, the Purchaser and LATA 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 Agreement (as amended and in effect from time to time, the “Master Agreement”), dated as of the date hereof, by and among LATA, LATA Holdings, EL and Elco Landmark Residential Holdings II LLC, a Delaware limited liability company (“EL2”).

B. LATA is engaged in the business of acquiring, holding and managing apartment communities and other real estate investments. LATA 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”). LATA holds all or substantially all of its properties through LATA Holdings, its operating partnership.

C. The Contributor and Hunt Commercial Realty Partners III, L.P. (formerly known as Trecap Commercial Realty Partners III, L.P.), a Delaware limited partnership (the “Cash Contributor”), collectively, are the direct owners of one hundred percent (100%) of the limited liability company interests (the “Interests”) in Faircave Investors LLC (the “Contributed Entity”). The Contributed Entity wholly owns, directly or indirectly, that certain multi-family property referred to as Caveness Farms and located in Wake Forest, North Carolina and that certain multifamily property referred to as Lexington on the Green and located in Raleigh, North Carolina (collectively, the “Property”), which Property is to be acquired by the Purchaser pursuant to the contribution of Interests contemplated hereby and the acquisition of Interests pursuant to the Cash Purchase Agreement (defined below).

D. The Cash Contributor, EL and the Contributor are party to that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, as amended by the First, Second, Third and Fourth Amendment thereto (collectively, the “Cash Purchase Agreement”), whereby the Cash Contributor agrees to sell all of its right, title and interest in and to the Interests to EL, in exchange for consideration consisting of cash, upon the terms and the conditions set forth in the Cash Purchase Agreement. As of the date hereof, EL has assigned all of its right, title and interest as buyer in and to the Cash Purchase Agreement to the Purchaser, and, simultaneously with the Closing (defined below) under this Agreement, the Purchaser intends to close the transactions contemplated by the Cash Purchase Agreement as buyer thereunder and to acquire the Interests owned by the Cash Contributor pursuant to the terms thereof.

E. The Parties desire to provide for the contribution of the Interests owned by the Contributor to the Purchaser, in exchange for consideration consisting of limited partnership interests in the Purchaser, upon the terms and subject to the conditions set forth below, such contribution to occur as part of the applicable Closing under the Master Agreement. Immediately prior to the Closing, the Cash Contributor owns 50% of the Interests and the Contributor owns 50% of the Interests (such Interests owned by the Contributor, the “Contributed Interests”)

F. 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 to the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute and sell to the Purchaser, all of the Contributor’s right, title and interest in and to the Contributed Interests, free and clear of all Liens; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale at the Closing of all, but not less than all, of the Interests, including those Interests to be acquired pursuant to the Cash Purchase Agreement.

1.2 Consideration.

(a) Securities. At and subject to the Closing, in consideration for the Interests to be contributed by the Contributor to the Purchaser hereunder, the Purchaser shall issue and deliver to the Contributor 181,806 limited partnership interest units in the Purchaser (“OP Units” or “Securities”).

(b) 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 Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.

ARTICLE II.

CLOSING

2.1 Closing.The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Goulston & Storrs, a Professional Corporation, 885 3^rd Avenue, New York, New York 10022, or such other location as the Purchaser and the Contributor’s Representative may mutually agree, only as a part of, and simultaneously with, the

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satisfaction (or waiver if permitted) of (a) the conditions set forth in Article V of this Agreement, (b) the applicable Closing under the Master Agreement with respect to the Contributed Entity and the Property, (c) the applicable Closing under the Cash Purchase Agreement with respect to the Contributed Entity and the Property, and (d) the closing under that certain Common Stock Purchase Agreement dated on or about the date hereof by and between LATA, LATA Holdings, MB Equity Holdings, Inc., 2335887 Limited Partnership, EL and EL2 (the “Common Stock Agreement”). The date of the Closing is referred to herein as the “Closing Date.”

2.2 Closing Deliveries by the Contributor.At the Closing, the Contributor will deliver to the Purchaser each of the following agreements, instruments and other documents:

(a) an instrument of assignment substantially in the form attached hereto as Exhibit A, duly executed by the Contributor in favor of the Purchaser;

(b) a joinder to the OP Agreement substantially in the form attached hereto as Exhibit B (the “Joinder”), duly executed by the Contributor;

(c) a release of claims with respect to the Contributed Entity substantially in the form attached hereto as Exhibit C, duly executed by the Contributor;

(d) a duly completed and executed certificate pursuant to Treasury Regulation section 1.1445-2(b)(2) certifying that the Contributor is not a “foreign person” within the meaning of Code section 1445 (each a “FIRPTA Affidavit”);

(e) a joinder to the Registration Rights Agreement substantially in the form attached as an exhibit to the Master Agreement (the “Registration Rights Agreement”), duly executed by the Contributor;

(f) 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 the 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 the 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 LATA may reasonably request to effect the transactions contemplated hereby.

2.3 Closing Deliveries by the Contributor’s Representative.At the Closing, the Contributor’s Representative will 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):

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(a) copies of all Permits, As-Built Drawings and final certificates of occupancy (if available and in the Contributor’s Representative’s control as of the Closing Date) for the Property;

(b) 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 Contributor’s Representative’s control as of the Closing Date;

(c) 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;

(d) 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 Contributor’s Representative’s control as of the Closing Date;

(e) 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 Contributor’s Representative or its Affiliates or any of their respective directors, managers and officers;

(f) a duly executed counterpart of the Settlement Statement;

(g) any affidavits or certifications as may be 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;

(h) an owner’s affidavit in a form acceptable to the Title Company; and

(i) any and all other instruments and documents required to be delivered by the Contributor’s 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 LATA may reasonably request to effect the transactions contemplated hereby.

2.4 Closing Deliveries by the Purchaser and LATA. At the Closing, the Purchaser and LATA will deliver to the 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):

(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;

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(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 LATA 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’s Representative may reasonably request to effect the transactions contemplated hereby.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

The Contributor hereby represents and warrants to the Purchaser and LATA as follows:

3.1 Organization and Authorization. The Contributor 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 Contributor’s ability to conduct business in the Ordinary Course. The Contributor has all requisite power and authority to own, lease and operate the Property and to carry on its business as presently conducted. The Contributor 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 the Contributor in connection with this Agreement or the transactions contemplated hereby (collectively, including this Agreement, the “Contribution Documents”). The Contributor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other Contribution Documents. Upon the execution and delivery of any Contribution Document to be executed and delivered by the Contributor, such Contribution Document shall constitute the valid and binding obligation of the Contributor, enforceable against the 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 the Contributor is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of the Contributor. The Contributor has made available to the Purchaser true and complete copies of the Organizational Documents of the Contributor, as amended and as in effect on the date of this Agreement. The Contributor is not in default under or in violation of any provision of its Organizational Documents.

3.2 Title to Interests. The Contributor owns the Contributed 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 the Contributor is a party relating to the sale, purchase or redemption of any of the Contributed Interests. Upon delivery to the Purchaser on the Closing Date of the Contributed Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Purchaser good and marketable title to such Contributed Interests, free and clear of all Liens.

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3.3 Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) 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, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) 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 (c) where the failure so to qualify or to be in good standing would not result in an Portfolio 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 the Contributed Entity, 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.

3.4 Absence of Defaults and Conflicts. With respect to the 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 the Contributed Interests, under (A) any Organizational Documents of the Contributor if such Contributor is an entity, (B) any contract to which the Contributor is a party, or (C) any Laws applicable to the Contributor; or (ii) require the approval, consent, authorization or act of, or the making by the Contributor of any declaration, filing or registration with, any Person.

3.5 FIRPTA. The Contributor is not 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 Closing pursuant to Code Section 1445(b)(2).

3.6 OFAC. The Contributor and, to the knowledge of the Contributor, any trustee, officer, agent, employee, Affiliate or Person acting on behalf of the Contributor or any of its Affiliates is not currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.7 No Brokers. None of the Contributor nor 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.

3.8 No Litigation. No Proceeding or Order is pending against or affecting the Contributor or any of its Affiliates (and, to the knowledge of the 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

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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 the Contributor under this Agreement or any other Contribution Document or (ii) the consummation of any of the transactions contemplated hereby or thereby.

3.9 Investment Representations.

(a) The 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. The Contributor has the financial wherewithal to bear, and is willing to accept, the economic risk of losing its entire investment in the Securities.

(b) The 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, LATA and the Contributor’s 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 LATA 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 the 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, LATA and the Contributor’s Representative.

(c) The 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. The Contributor recognizes that an investment in the Securities involves substantial risk and the Contributor is fully cognizant of and understands all of the risk factors related to such Securities.

(d) The 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) The Contributor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f) The Contributor is receiving the Securities 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 in violation of applicable securities laws. The Contributor agrees that it will not distribute, sell,

7

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. The Contributor understands that (i) the LATA 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 LATA Common Stock issuable upon conversion of the OP Units) and (iii) the Contributor’s investment in the Securities (and the shares of LATA Common Stock issuable upon conversion of the OP Units) will be highly illiquid and may have to be held indefinitely.

(g) The 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 Contributor’s representations set forth herein. The 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) The Contributor understands that none of the Purchaser, LATA or their owners, officers, employees, directors, general partners, Affiliates or advisors represent or otherwise act on behalf of such Contributor in any way in connection with the purchase of the Securities. The Contributor also understands that legal counsel to the Purchaser, LATA 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, the Contributor.

(i) THE CONTRIBUTOR UNDERSTANDS THAT THE SECURITIES 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 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. THE CONTRIBUTOR UNDERSTANDS THAT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(j) The Contributor further represents and warrants to LATA and Purchaser that the Contributor (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. The 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 LATA 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.

3.10 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 Contributor as described in Section 3.8, the Contributor understands and acknowledges that LATA, the Purchaser, the Contributor’s Representative and their respective affiliates, officers, directors, partners, members, employees and agents may be in possession of additional material non-public information about LATA’s and the Purchaser’s operations, prospects and strategic plans that has not been disclosed to the Contributor or to its representatives. Therefore, the Contributor understands that (i) any information in its possession regarding LATA and the Purchaser: (A) may be incomplete in whole or in part, (B) has been provided to it by LATA 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 (1) is true, correct, accurate or complete, or (2) does not omit any fact necessary to make any such information not misleading and (3) 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 (ii) as a result of the foregoing, it may not have adequate information concerning the business and financial condition of LATA and the Purchaser to make an informed decision regarding an investment in the Securities.

(b) The 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 LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees or agents for any reason relating to, or seeking

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damages or remedies (whether legal or equitable) with respect to this Agreement, an investment in the Securities or any of the information that LATA, the Purchaser or any of their affiliates, officers, directors, partners, members, employees, agents or representatives has provided or omitted to provide to the Contributor in connection with the this Agreement or otherwise, other than in the case of any representation or warranty by LATA or the Purchaser expressly set forth in this Agreement.

(c) The Contributor acknowledges that it is not relying upon representations and warranties of any Person, other than representations and warranties of the Purchaser and LATA contained herein and in the other Transaction Documents, in making its investment or decision to invest in the Securities. The Contributor agrees that neither the Contributor’s Representative nor any of the Contributor’s or the Contributor’s Representatives respective controlling Persons, officers, directors, partners, agents, or employees shall be liable to the Contributor for any action heretofore taken or omitted to be taken by any of them in connection with the transactions contemplated hereby.

3.11 NO TAX REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND LATA SET FORTH IN ARTICLE IV, THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR LATA OR ANY OF THEIR RESPECTIVE 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 LATA

The Purchaser and LATA, jointly and severally, hereby represent and warrant to the Contributor that the statements contained in this Article IV are true and correct, except as set forth herein in the Specified SEC Reports or in the schedules delivered by the Purchaser and LATA that are attached to the Master Agreement.

4.1 Incorporation from Master Agreement. The representations and warranties of the Purchaser and LATA 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 LATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of LATA 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 LATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by the Contributor. Assuming the accuracy of the representations of the Contributor in Article III of this Agreement, the shares of LATA 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 LATA 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 LATA 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 LATA 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 LATA 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 LATA or the Purchaser.

4.3 Integration. None of LATA, 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 LATA 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 LATA 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.

4.4 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)).

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.

(c) Simultaneous Closing under Cash Purchase Agreement. The Cash Purchase Agreement shall be in full force and effect and shall not have been terminated for any reason. The rights, title and interest in and to the “Buyer” under the Cash Purchase Agreement shall have been assigned to LATA Holdings and the consummation of the transactions contemplated by the Cash Purchase Agreement to be consummated at the applicable closing thereunder with respect to the Interests to be purchased and sold thereunder shall have occurred simultaneously with the Closing hereunder.

(d) Simultaneous Closing under the Common Stock Agreement. The Common Stock 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 Common Stock Agreement to be consummated at the applicable closing thereunder shall have occurred simultaneously with the Closing hereunder.

5.2 Conditions Precedent to the Obligations of the Contributor and the Contributor’s Representative. The obligations of the Contributor and the Contributor’s 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 LATA 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 LATA 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. LATA shall have delivered to the Contributor’s Representative for the benefit of the Contributor a certificate, dated the Closing Date, signed by the Chief Executive Officer of LATA, for itself and as general partner of LATA 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 LATA shall have delivered, or caused to be delivered, each of the items set forth in Section 2.4.

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5.3 Conditions Precedent to the Obligations of LATA and LATA Holdings. The obligations of LATA and LATA 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 Contributor 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 Contributor shall have performed, in all material respects, all obligations to be performed by it, and complied with, in all material respects, their agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Closing.

(c) Officer Certificate. The Contributor shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of the Contributor, certifying as to the satisfaction of the conditions specified in Sections 5.3(a) and 5.3(b) as to the Contributor.

(d) Closing Deliveries. The Contributor and the Contributor’s 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;

(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;

(c) automatically, without the need for further action by any Party, upon the termination of the Cash Purchase Agreement; or

(d) automatically, without the need for further action by any Party, upon the termination of the Common Stock Agreement.

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 (a) those obligations or liabilities which expressly survive the termination of this Agreement and (b) willful and intentional breaches of this Agreement that occurred prior to its termination; provided that the

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provisions of Section 7.6 (Publicity; Disclosure), Article VIII (General Provisions) and this Section 6.2 shall remain in full force and effect and survive any 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, the 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 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, the 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. LATA, as general partner of the Purchaser, shall take all actions necessary in order to cause the Contributor receiving OP Units to be admitted as limited partner 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 Contributor’s 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 LATA or its Affiliates, on the one hand, or the Contributor, the Contributor’s 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 Contributor’s Representative or LATA, 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 or exchange rules, as determined by LATA or by the Contributor’s Representative, in which event LATA or the Contributor’s Representative, as the case may be, shall first consult with and reasonably consider any comments or suggestions of the other with respect thereto.

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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 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 LATA or LATA 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:

Morris, Manning & Martin, LLP

3343 Peachtree Road, N.E.

1600 Atlanta Financial Center

Atlanta, Georgia 30326

Attention: Lauren Burnham Prevost, Esq.

Fax: (404) 365-9532

Email: lprevost@mmmlaw.com

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If to the Contributor:

ADMG 191 Partners LP

c/o 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

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 Contributor’s Representative signing as attorney-in-fact on behalf of the Contributor).

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.

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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 Delaware without regard, to the fullest extent permitted by law, to the conflicts of law provisions thereof.

(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 District of Delaware or in a Delaware state court sitting in New Castle County, Delaware (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 8.6(a).

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 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 Master Agreement 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.

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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 Contributor’s Representative.

(a) 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 Purchaser the payment of the Securities or any other amounts payable to the Contributor in connection therewith, and distributing to the 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 Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributor in connection with any dispute between the Contributor, on the one hand, and the Purchaser and LATA, 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 Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributor’s

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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 8.13, 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 8.13 or any decisions made by the Contributor’s 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 Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in 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 or other document executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for bad faith or willful misconduct. The actions of the Contributor’s Representative are fully and completely binding and the Purchaser is entitled to rely upon the provisions of this Section 8.13 and on the decisions, determinations and instructions of the Contributor’s Representative.

(c) The Contributor will indemnify the Contributor’s Representative and hold the Contributor’s Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of the Contributor’s Representative and arising out of or in connection with the acceptance or administration of the Contributor’s Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Contributor’s Representative. The Contributor’s 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, the Contributor hereby acknowledges that EL has agreed pursuant to the Master Agreement to assume or indemnify the Purchaser and LATA for certain potential liabilities relating to the Contributed Entity or the Property, some or all of which are to borne by the Contributor. The Contributor hereby agrees to execute and deliver to EL at or prior to the Closing an agreement relating to the Contributor’s contribution 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.

[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.

CONTRIBUTOR:	ADMG FAIRCAVE PARTNERS LP a Florida limited partnership
	By:	ADMG FAIRCAVE GP, LLC a Florida limited liability company its general partner
		By:	/s/ Elizabeth Truong
			Name: Elizabeth Truong
			Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Faircave Investors LLC

CONTRIBUTOR’S REPRESENTATIVE:	ELCO LANDMARK RESIDENTIAL HOLDINGS LLC
	By:	/s/ Elizabeth Truong
	Name: Elizabeth Truong
	Title: Authorized Signatory

Signature Page to Interest Contribution Agreement

Relating to Faircave Investors LLC

PURCHASER:	LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP By: Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Faircave Investors LLC

LATA:	LANDMARK APARTMENT TRUST OF AMERICA, INC.,
	By:	/s/ Stanley J. Olander
	Name:	Stanley J. Olander
	Title:	Chief Executive Officer

Signature Page to Interest Contribution Agreement

Relating to Faircave Investors 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 Joseph Lubeck, Elco Holdings Ltd., ADMG 191 Partners, LP, a Florida limited partnership, ADMG FairCave Partners LP, a Florida limited partnership, ADMG Partners LP, a North Carolina limited partnership, Elco LR OPT II LP, a Delaware limited partnership, Elco LR OPT II REIT LP, a Delaware real estate investment trust, and each of their respective Controlled Affiliates.

“As-Built Drawings” means the final “as-built” plans and specifications for the Improvements with respect to the Property.

“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, (a) copies of (i) this Agreement, the Master Agreement and each of the exhibits and schedules hereto and thereto, (ii) the Interest Contribution Agreements (or similar agreements) with respect to each of the other properties to be transferred to LATA Holdings pursuant to the transactions contemplated by the Master Agreement, and (iii) the Common Stock Agreement, in each case, including each of the exhibits and schedules thereto, (b) copies of LATA’s Annual Report on Form 10-K for the year ended

Appendix 1-1

December 31, 2011, its 2012 Annual Proxy Statement, and its 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 LATA’s Annual Report on Form 10-K and on or prior to the date hereof, and (c) a pro forma capitalization table as of the date hereof showing the consolidated, fully diluted equity and debt capitalization of LATA on a pro forma basis after giving effect to each of the transactions contemplated by the Master Agreement.

“LATA Common Stock” means the common stock, $0.01 par value per share, of LATA.

“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 LATA 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 LATA 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.

Appendix 1-2

“Person” means an individual, an Entity or a Governmental Authority.

“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 LATA 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.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Statement” means the settlement statement with respect to the Property to be entered into by the Purchaser and the Contributor’s 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

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

[TO BE ATTACHED]

EXHIBIT D

FORM OF LIABILITY CONTRIBUTION AGREEMENT

[TO BE ATTACHED]

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EX-10.6

Exhibit 10.6

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between Elco LR OPT II REIT LP, a Delaware limited partnership (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.

RECITALS

A. Pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”), Hunt Commercial Realty Partners III, L.P., as successor in interest to TRECAP Commercial Realty Partners III, L.P., (“Hunt Partners III”) and ADMG FairCave Partners LP, a Florida limited partnership (“ADMG FairCave”), as amended by the First Amendment to Membership Interest Purchase Agreement, Second Amendment to Membership Interest Purchase Agreement, Third Amendment to Membership Interest Purchase Agreement and Fourth Amendment to Membership Interest Purchase Agreement (as so amended to date, collectively, the “Purchase Agreement”), as assigned by ELRH to Assignor pursuant to that Assignment and Assumption of Purchase Agreement dated as of the date hereof, Assignor agreed to purchase, and Hunt Partners III agreed to sell the Membership Interests (as such term is defined in the Purchase Agreement).

B. Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, all of Assignors right, title and interest, in, to and under the Purchase Agreement and all of Assingor’s obligations under that certain Assignment and Assumption of Purchase Agreement (the “Assignment and Assumption”), dated on or about the date hereof and relating to the Purchase Agreement, in exchange for consideration consisting of 773,876 limited partnership units in Assignee (OP Units”).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements and undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Recitals. The above recitals are incorporated herein by reference.

2. Representations. Assignor represents and warrants to Assignee that (i) Assignor is the owner of all of the right, title and interests of the Buyer (as defined in the Purchase Agreement) (the “Buyer’s Interest”), and Assignor has not assigned or encumbered the Buyer’s Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision of the Purchase Agreement, (iv) to the best of Assignor’s knowledge, there is no default by the Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein.

3. Assignment and Assumption. Assignor hereby assigns (i) all of its right, title and interest in, to and under the Purchase Agreement and (ii) all of its obligations under the Assignment and Assumption, including, without limitation, its obligations under 3(b) thereof, to Assignee as of the date hereof (collectively, the “Contract Rights Assignment”). Assignor shall have no further rights whatsoever under the Purchase Agreement or Assignment and Assumption Agreement. Assignee hereby accepts the foregoing Contract Rights Assignment as of the date hereof, and assumes and agrees to perform all duties and obligations of Assignor under the Purchase Agreement and Assignment and Assumption Agreement which arise from and after the date hereof, provided that neither Assignor nor Assignee shall have any liability whatsoever to each other in the event that Assignee fails or is unable to acquire the Property.

4. Consideration. Assignee shall issue and sell to Assignor 773,876 OP Units in exchange for the Contract Rights Assignment.

5. Deliveries by Assignor. In connection with the execution and delivery of this Assignment, Assignor shall execute and deliver to Assignee a duly executed tax protection agreement in the form attached hereto as Exhibit A (the “TPA”).

6. Deliveries by Assignee. In connection with the execution and delivery of this Assignment, Assignee shall execute and deliver to Assignor (i) certificates evidencing the approval of the issuance of OP Units to be issued by the Assignee to the Assignor and (ii) a duly executed counterpart to the TPA.

7. Indemnification. Assignor agrees to defend and hold Assignee free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement prior to the date hereof. Assignee agrees to defend and hold Assignor free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement on or after the date hereof.

8. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

9. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto.

10. Governing Law. This Assignment shall be governed by the laws of the State of Delaware.

[Remainder of page intentionally left blank]

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This Assignment and Assumption of Purchase Agreement is executed as an instrument under seal of the date set forth above.

ASSIGNOR:
Elco LR OPT II REIT LP, a Delaware limited partnership
By:	Elco LR OPT II REIT GP LLC,
	its general partner
	By:	/s/ Elizabeth Truong
		Name:	Elizabeth Truong
		Title:	Authorized Signatory
ASSIGNEE:
Landmark Apartment Trust of America, LP, a Virginia limited partnership
By:	Landmark Apartment Trust of America, Inc.,
	its general partner
	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

EXHIBIT A

TPA

[See attached.]

EX-10.7

Exhibit 10.7

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between MB Equity Holdings Inc., a British Virgin Islands corporation (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.

RECITALS

A. Pursuant to the terms of that certain Purchase and Sale Agreement, dated as of November 29, 2012, by and between ADMG 191 Partners LP, a Florida limited partnership (“ADMG 191”), and HVP Landmark Investor II, LLC (“Seller”), as amended by the First Amendment to Purchase and Sale Agreement, Second Amendment to Purchase and Sale Agreement and Third Amendment to Purchase and Sale Agreement (as so amended to date, collectively, the “Purchase Agreement”), as assigned by ADMG 191 to Assignor pursuant to that Assignment and Assumption of Purchase Agreement dated as of the date hereof, Assignor agreed to purchase, and Seller agreed to sell the Subsidiary Interests (as such term is defined in the Purchase Agreement).

B. Pursuant to Section 11.07 of the Purchase Agreement, Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, all of Assignors right, title and interest, in, to and under the Purchase Agreement and all of Assignor’s obligations under that certain Assignment and Assumption of Purchase Agreement (the “Assignment and Assumption”), dated on or about the date hereof and relating to the Purchase Agreement, in exchange for consideration consisting of 47,341 limited partnership units in Assignee (“OP Units”); provided, that (i) Assignor shall remain jointly and severally liable with Assignee with respect to all obligations of Assignor under the Purchase Agreement and (ii) Assignee shall affirm in writing that all of the representations and warranties of Assignor set forth in the Purchase Agreement are true and correct with respect to Assignee.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements and undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Recitals. The above recitals are incorporated herein by reference.

2. Representations. Assignor represents and warrants to Assignee that (i) Assignor is the owner of all of Assignor’s right, title and interests in, to and under the Purchase Agreement (collectively, the “Assignor’s Interest”) and has not assigned or encumbered the Assignor’s Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision of the Purchase Agreement, (iv) to the best of Assignor’s knowledge, there is no default by the Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein.

3. Assignor’s Representations and Warranties. Assignee hereby represents and warrants to Seller that all of the representations and warranties of Assignor set forth in the Purchase Agreement are true and correct as of the date hereof with respect to Assignee (as if in each case Assignee was named therein.

4. Assignment and Assumption. Assignor hereby assigns (i) all of its right, title and interest in, to and under the Purchase Agreement and (ii) all of its obligations under the Assignment and Assumption, including, without limitation, its obligations under 3(b) thereof, to Assignee as of the date hereof (collectively, the “Contract Rights Assignment”); provided that Assignor shall remain jointly and severally liable with Assignee with respect to all obligations of Assignor under the Purchase Agreement. Assignor shall have no further rights whatsoever under the Purchase Agreement or the Assignment and Assumption Agreement. Assignee hereby accepts the foregoing Contract Rights Assignment as of the date hereof, and assumes and agrees to perform all duties and obligations of Assignor under the Purchase Agreement and Assignment and Assumption Agreement which arise from and after the date hereof.

5. Consideration. Assignee shall issue and sell to Assignor 47,341 OP Units, in exchange for the Contract Rights Assignment.

6. Deliveries by Assignor. In connection with the execution and delivery of this Assignment, Assignor shall execute and deliver to Assignee each of the following:

(a) a duly executed joinder to the limited partnership agreement of Assignee substantially in the form attached hereto as Exhibit A (the “OP Joinder”).

(b) a duly executed joinder to that certain Registration Rights Agreement, dated August 3, 2012, by and among Landmark Apartment Trust of America, Inc., a Maryland corporation, as successor in interest to Apartment Trust of America, Inc., and each of the holders a party thereto from time to time, such joinder attached hereto as Exhibit B (the “Reg Rights Joinder”).

7. Deliveries by Assignee. In connection with the execution and delivery of this Assignment, Assignee shall execute and deliver to Assignor each of the following:

(a) certificates evidencing the approval of the issuance of OP Units to be issued by the Assignee to the Assignor.

(b) a duly executed counterpart to the OP Joinder.

(c) a duly executed counterpart of the Reg Rights Joinder.

8. 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)).

9. Indemnification. Assignor agrees to defend and hold Assignee free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement prior to the date hereof. Assignee agrees to defend and hold Assignor free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement on or after the date hereof.

10. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

2

11. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto.

12. Governing Law. This Assignment shall be governed by the laws of the State of Delaware.

[Remainder of page intentionally left blank]

3

This Assignment and Assumption of Purchase Agreement is executed as an instrument under seal of the date set forth above.

ASSIGNOR:
MB Equity Holdings Inc., a British Virgin Islands corporation
By:
	Name:
	Title:
ASSIGNEE:
Landmark Apartment Trust of America, LP, a Virginia limited partnership
By:	Landmark Apartment Trust of America, Inc.,
	its general partner
	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

Signature Page to Contract Assignment by Boukris to LATA

Accepted by:
HVP LANDMARK INVESTOR II, LLC, a
Delaware limited liability company
By:	HVP II NR INVESTMENTS LLC, a
	Delaware limited liability company, its sole member
By:	Heitman Value Partners II, L.P., its managing member
By:	Heitman Value Partners II, LLC, its general partner
By:
Name:
Title:

5

Exhibit A

JOINDER AGREEMENT

This Joinder Agreement (this “Agreement”) is entered into as of July 1, 2013, by and between Landmark Apartment Trust of America, Inc. , a Maryland corporation (the “General Partner”), in its capacity as the general partner of Landmark Apartment Trust of America Holdings, L.P. , a Virginia limited partnership (the “Partnership”), and the undersigned party designated as the Assignor (the “Assignor”).

RECITALS

WHEREAS, reference is made to that certain Assignment and Assumption of Purchase Agreement (the “Assignment and Assumption Agreement”), dated as of July 1, 2013, by and among the Assignor and the Partnership thereto relating to the assignment of certain contract rights to purchase equity interests in real property;

WHEREAS, the Assignor has made an assignment to the Partnership, in exchange for consideration consisting of limited partnership interests in the Partnership, upon the terms and subject to the conditions set forth in the Assignment and Assumption Agreement;

WHEREAS, the Assignor now desires to become an Additional Limited Partner (as such term is defined in the Agreement of Limited Partnership, dated as of December 25, 2006, as amended by the First Amendment to Agreement of Limited Partnership, dated July 3, 2010, as further amended by the Second Amendment to Agreement of Limited Partnership, as further amended by the Third Amendment to Agreement of Limited Partnership, dated August 3, 2012, by and among the Partnership, the General Partner and the parties identified therein as the Limited Partners (as the same may be further amended and in effect from time to time, the “Partnership Agreement”));

WHEREAS, it is a condition to the Assignor becoming an Additional Limited Partner of the Partnership that the Assignor enter into this Agreement pursuant to which the Assignor shall become a party to Partnership Agreement;

WHEREAS, the General Partner of the Partnership has determined it is advisable and in the best interests of the Partnership to admit the Assignor as an Additional Limited Partner of the Partnership, effective as of the date of this Agreement; and

WHEREAS, capitalized terms used and not defined herein shall have the meanings ascribed to them in the Partnership 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 Assignor shall become, and does hereby become, a party to the Partnership Agreement as an Additional Limited Partner and shall, and hereby agrees to, be bound by all of the terms and conditions set forth in the Partnership Agreement applicable to the Assignor as an Additional Limited Partner.

6

2. The Assignor is hereby admitted to the Partnership as an Additional Limited Partner effective as of the date of this Agreement.

3. This Agreement is binding upon the parties hereto and their personal representatives, heirs, distributees, successors and assigns. This Agreement shall be governed by the laws of the Commonwealth of Virginia, 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.

4. 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.

[Signature Page to Follow]

7

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be signed as of the day and year first above written.

GENERAL PARTNER:	LANDMARK APARTMENT TRUST, INC., as General Partner
	By:
	Name:
	Title:
ASSIGNOR :	MB EQUITY HOLDINGS INC., a British Virgin Islands corporation
	By:
	Name:
	Title:

Exhibit B

JOINDER AGREEMENT

Registration Rights Agreement

This Joinder Agreement (this “Agreement”) is entered into as of July 1, 2012, by and between Landmark Apartment Trust of America, Inc. , a Maryland corporation (the “Company”) and the undersigned party designated as the Assignor (the “Assignor”).

RECITALS

WHEREAS, reference is made to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 3, 2012, by and among the Company and the other parties thereto, relating to the grant of registration rights to contributors of equity interests in certain properties;

WHEREAS, pursuant to that certain Assignment and Assumption of Purchase Agreement between the Assignor and the Company dated as of July 1, 2013 (the “Assignment and Assumption of Purchase Agreement”), the Assignor has made an assignment of contract rights to purchase equity interests in real property, in exchange for limited partnership interests in Landmark Apartment Trust Holdings, L.P., a Virginia limited partnership;

WHEREAS, pursuant to the terms of such assignment, the Assignor 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. In connection with the limited partnership interests issued to Assignor under the Assignment and Assumption of Purchase Agreement, the Assignor 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 Assignor 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:
ASSIGNOR:	MB EQUITY HOLDINGS INC., a British Virgin Islands corporation
	By:
	Name:
	Title:

EX-10.8

Exhibit 10.8

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (“Assignee”), as of July 1, 2013.

RECITALS

A. Pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among Assignor, Apartment Income and Growth Fund I, LLC (“Apartment Fund I”) and ADMG Partners LP, a Florida limited partnership (“ADMG Partners”), as amended by the First Amendment to Membership Interest Purchase Agreement, Second Amendment to Membership Interest Purchase Agreement, Third Amendment to Membership Interest Purchase Agreement and Fourth Amendment to Membership Interest Purchase Agreement (as so amended to date, collectively, the “Purchase Agreement”), Assignor agreed to purchase, and Apartment Fund I agreed to sell the Membership Interests (as such term is defined in the Purchase Agreement).

B. Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, all of Assignor’s right, title and interest, in, to and under the Purchase Agreement in exchange for cash and other valuable consideration; provided, however, Assignor shall retain its interest in and to and all deposits under the Purchase Agreement (the “Deposit”).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements and undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Recitals. The above recitals are incorporated herein by reference.

2. Representations. Assignor represents and warrants to Assignee that (i) Assignor is the owner of all of the right, title and interests of Buyer (as defined in the Purchase Agreement) in, to and under the Purchase Agreement and the Deposit (collectively, the “Buyer’s Interest”) and has not assigned or encumbered the Buyer’s Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision of the Purchase Agreement, (iv) to the best of Assignor’s knowledge, there is no default by the Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein.

3. Assignment and Assumption.

(a) Subject to section 3(b) below, Assignor hereby assigns all of its right, title and interest in, to and under the Purchase Agreement to Assignee as of the date hereof (the “Contract Rights Assignment”). Assignor shall have no further rights whatsoever under the Purchase Agreement, except as provided below as to the Deposit. Assignee hereby accepts the foregoing assignment as of the date hereof, and assumes and agrees to perform all duties and obligations of Assignor under the Purchase Agreement which arise from and after the date hereof, provided that neither Assignor nor Assignee shall have any liability whatsoever to each other in the event that Assignee fails or is unable to acquire the Property.

1

(b) Notwithstanding the foregoing Contract Rights Assignments, Assignor hereby retains all right, title and interest in and to the Deposit. In the event that the Deposit, or any portion thereof, is either returned to the Buyer or is credited to the purchase price under the Purchase Agreement, Assignee shall pay to Assignor, in the case of such return or credit, in cash, an amount equal to the Deposit or such amount thereof as has been returned and/or credited to the purchase price.

4. Consideration. Assignee will pay to Assignor Ten Dollars ($10.00) in exchange for the Contract Rights Assignment.

5. Indemnification. Assignor agrees to defend and hold Assignee free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement prior to the date hereof. Assignee agrees to defend and hold Assignor free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement on or after the date hereof.

6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

5. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto.

6. Governing Law. This Assignment shall be governed by the laws of the State of Delaware.

[Remainder of page intentionally left blank]

2

This Assignment and Assumption of Purchase Agreement is executed as an instrument under seal of the date set forth above.

ASSIGNOR:
Elco Landmark Residential Holdings LLC, a Delaware limited liability company
By:	JLCo, LLC, its manager
	By:	/s/ Elizabeth Truong
		Name:	Elizabeth Truong
		Title:	Authorized Signatory
ASSIGNEE:
Landmark Apartment Trust of America, LP, a Virginia limited partnership
By:	Landmark Apartment Trust of America, Inc.,
	its general partner
	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

Signature to Contract Assignment from ELRH to LATA

EX-10.9

Exhibit 10.9

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2013 by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”), LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), Elco LR OPT II REIT LP, a Delaware partnership (the “Contributor”) and Elco LR OPT II LP, a Delaware limited partnership (the “JV Entity”).

WHEREAS, the Contributor, pursuant to that certain Master Contribution and Assignment Agreement, dated as of July 1, 2013, (the “Contribution Agreement”), is contributing (the “Contribution”) its right, title and interest in and to, and all obligations under the Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”), Hunt Commercial Realty Partners III, L.P., as successor in interest to TRECAP Commercial Realty Partners III, L.P., (“Hunt Partners III”) and ADMG FairCave Partners LP, a Florida limited partnership (“ADMG FairCave”), as amended by the First Amendment to Membership Interest Purchase Agreement, Second Amendment to Membership Interest Purchase Agreement, Third Amendment to Membership Interest Purchase Agreement and Fourth Amendment to Membership Interest Purchase Agreement (the “Purchase Agreement”), to the Partnership in exchange for common partnership units of limited partnership interest in the Partnership (“Units”);

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, the JV Entity owns all of the common units (the “Contributor Interests”) in the Contributor;

WHEREAS, the Contributor is indirectly the sole owner of that certain residential apartment complex known as Lancaster Place and adjacent vacant land located in Calera, Alabama (“Lancaster Place”);

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.

“Cash Consideration” has the meaning set forth in Section 2.1.1.

“Closing Date” means the date on which the Contribution will be effective.

“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 Contributor’s right, title and interest in and to, and all obligations under the Purchase Agreement of the Contributors and the properties to be acquired by the Partnership pursuant to the Purchase Agreement which properties are 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.

“Contributor Interests” has the meaning set forth in the Recitals.

“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.

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“Gain Limitation Property” means (i) the Purchase Agreement and any property 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.

“Lancaster Place” has the meaning set forth in the Recitals.

“New York Courts” has the meaning set forth in Section 3.3.

“OPT” means 2034115 Ontario Inc.

“Partnership” has the meaning set forth in the Preamble.

“Partnership Agreement” means the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P., f/k/a Grubb & Ellis Apartment REIT Holdings, LP), dated December 27, 2005, as amended from time to time 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 Protected Partner shall provide its determination as to the amount of Protected Gain within thirty (30) days of the Closing Date. If the Partnership disagrees with the Protected Partner’s determination of the amount of Protected Gain, the Protected Partner and the Partnership shall use their best efforts to reach an agreement as to the Protected Gain. If such parties cannot reach an agreement, the Partnership shall retain an Accounting Firm as defined in Section 3.2(a) of this Agreement, and such Accounting Firm’s conclusion shall be conclusive and binding as to the Protected Gain. 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

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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). The final determination of Protected Gain shall be set forth on Schedule 2.1(b).

“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).

“Put Closing Date” has the meaning set forth in Section 5.5.

“Put Notice” has the meaning set forth in Section 5.1.

“Put Right” has the meaning set forth in Section 5.1.

“REIT” has the meaning set forth in the Preamble.

“Rules” has the meaning set forth in Section 3.2.

“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.

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“Tax Protection Period” means the period commencing on the Closing Date and ending at 12:01 AM on July 2, 2020, 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;

(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

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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.

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. 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. Each Protected Partner shall cooperate with all

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reasonable requests for documentation supporting the Protected Partner’s calculation of its adjusted tax basis in the Gain Limitation Property. If a Protected Partner fails to satisfy its obligations under this Section 2.4, (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, 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. The Partnership shall notify the Protected Partner and OPT in writing at least six months before the recognition of any Protected Gain if the Protection Percentage that would be applicable under this paragraph to the recognition of such Protected Gain is less than 100%. If the Partnership fails to provide such timely notice, the Protection Percentage shall be changed to 100% with regard to any such Protected Gain recognized from the Closing Date through the seventh anniversary of the Closing Date.

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

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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.

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 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

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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;

(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

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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 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 made 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.

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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

PUT RIGHT

5.1 Right to Sell. At any time during the term of the Tax Protection Period, the JV Entity shall, in accordance with the terms of its limited partnership agreement, have the right and option (the “Put Right”), which may be exercised by delivering written notice (the “Put Notice”) to the REIT, to require the REIT to purchase from the JV Entity all, but not less than all, of the Contributor Interests. If the Put Right is exercised, the JV Entity shall be obligated to sell, and the REIT shall be obligated to purchase, on the Put Closing Date (as defined below), all, but not less than all, of the Contributor Interests, on the terms and conditions set forth in this Article 5.

5.2 Purchase Price. The aggregate consideration for the Contributor Interests shall be the number of shares of common stock, $0.01 par value per share, of the REIT (the “Common Stock”) equal to the sum of: (i) the number of shares of Common Stock issuable as of the Put Closing Date upon the redemption of the Units held by the Contributor in accordance with the provisions of the Partnership Agreement (for purposes hereof, notwithstanding any restrictions applicable to the redemption of such Units and assuming that such Units would be redeemed in full for shares of Common Stock) plus (ii) an amount equal to the quotient of (A) the fair market value of Lancaster Place as of the date the Put Right Notice is delivered minus any indebtedness secured by Lancaster Place (including any interest due thereon), divided by (B) the Share Price (as defined below), rounded up to the nearest whole number. For purposes of the previous sentence, the fair market value of Lancaster Place shall be determined by a qualified, independent third party appraiser, having not less than ten (10) years’ experience appraising properties similar in size and character to Lancaster Place, which appraiser shall be mutually agreed upon by the JV Entity and the REIT. For purposes hereof, “Share Price” means: (x) if the Put Closing Date occurs on or after the IPO (as defined below), the average (rounded to two decimal places) of the closing prices of the Common Stock as reported on the New York Stock Exchange (or, if the Common Stock is then listed on a U.S. national securities exchange other than the New York Stock Exchange, such other exchange) for the twenty (20) trading days (or, if the Common Stock shall have been listed on such exchange for fewer than twenty (20) trading days, such lesser number of trading days) ending on and including the second (2nd) trading day prior to the Put Closing Date; and (y) if the Put Closing Date occurs prior to the IPO, a price per

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share equal to $8.15 (in each case, subject to appropriate adjustment for stock splits, combinations, dividends and the like with respect to the Common Stock). For purposes hereof, “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 the Common Stock registered under the Securities Act of 1933, as amended, that occurs after the date hereof and in conjunction with which shares of the Common Stock are listed for trading on the New York Stock Exchange or other U.S. national securities exchange.

5.3 Tax-Free Reorganization Treatment. To the extent possible, the acquisition by the REIT of the Contributor Interests pursuant to this Article 5 shall be structured in a manner that will qualify as a reorganization within the meaning of Code section 368(a)(1) (e.g., by a merger of the Contributor, which is currently intended to be treated as a real estate investment trust under Code section 856, into a wholly-owned subsidiary of the REIT) and that will permit the owners of the Contributor Interests to qualify for non-recognition of gain under Code section 354 and that will not (regardless of whether the acquisition qualifies as a reorganization) result in a distribution or deemed distribution by the Contributor to its shareholders subject to Code section 897(h)(1).

5.4 Transfer Documents. The JV Entity and the REIT agree that they shall enter into a contribution agreement and other transaction documents (collectively, the “Transaction Documents”) containing substantially similar terms, conditions, representations and warranties as those contained in the Contribution Agreement and the ancillary documents contemplated thereby in order to effect any transaction resulting from the JV Entity exercising the Put Right, as adjusted to include customary representations, warranties and opinions to reflect that the Contributor is a real estate investment trust for federal income tax purposes and will be acquired by the REIT in a tax-deferred “reorganization” (including, without limitation, representations and opinions regarding the Contributor’s qualification as a “domestically controlled qualified investment entity” under Code section 897(h) and the qualification of the acquisition of the Contributor Interests as a “reorganization” under Code section 368(a)(1)).

5.5 Closing. The closing of the purchase and sale of the Put Securities (the “Put Closing”) shall take place at the offices of Davies Ward Phillips & Vineberg LLP, 900 Third Avenue, 24^th Floor, New York, New York 10022, or such other mutually agreed upon location, upon a date to be mutually agreed, but in no event later than the date that is ninety (90) days after delivery of the Put Notice (the “Put Closing Date”).

ARTICLE 6

MISCELLANEOUS

6.1 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.

6.2 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.

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6.3 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.

6.4 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.

6.5 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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6.6 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.

6.7 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:

Landmark Apartment Trust of America, Inc.

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attn: Stanley J. Olander, Jr.

Fax: (804) 244-0199

Email: jolander@atareit.com

(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

(iii) If to OPT, to

2304115 Ontario Inc.

c/o OPTrust Realty Inc.

1 Adelaide Street East, Suite 1200

Toronto, Ontario, Canada M5C-3A7

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.

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6.8 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.

6.9 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.

6.10 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.

6.11 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.

6.12 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.

6.13 Enforcement by Protected Partners. The Protected Partners and their Indirect Owners are the beneficiaries of this Agreement and shall be able to enforce this Agreement as they were parties to this Agreement.

6.14 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.

6.15 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.

LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation
By:	/s/ Stanley J. Olander
Name:	Stanley J. Olander
Title:	Chief Executive Officer
LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership
By: Landmark Apartment Trust of America, Inc., a Maryland corporation, its General Partner
By:	/s/ Stanley J. Olander
Name:	Stanley J. Olander
Title:	Chief Executive Officer

Signature to Tax Protection Agreement

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
ELCO LR OPT II LP
	By: ELCO GP OPT II LLC, its general partner
	By:	/s/ Joseph Lubeck
	Name:	Joseph Lubeck
	Title:	Authorized Representative

Signature to Tax Protection Agreement

SCHEDULES TO THE TAX PROTECTION AGREEMENT

Schedule 2.1(a)	List of Protected Partners
Schedule 2.1(b) Schedule 2.1(c)	Gain Limitation Properties and Section 704(c) Value Protection Percentage

Schedule 2.1(a)

List of Protected Partners

Elco LR OPT II REIT LP

Schedule 2.1(b)

Gain Limitation Properties, Protected Gain and

Section 704(c) Value

Name of Gain Limitation Property	Protected Gain		Section 704(c) Value
Contract to buy Lexington on the Green	$	3,153,544.70	$	3,153,544.70
Contract to buy Caveness Farms	$	3,153,544.70	$	3,153,544.70

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	%

EX-10.10

Exhibit 10.10

COMMON STOCK PURCHASE AGREEMENT

BY AND AMONG

LANDMARK APARTMENT TRUST OF AMERICA, INC.,

2335887 LIMITED PARTNERSHIP

AND

MB EQUITY HOLDINGS, INC.

AS THE PURCHASERS,

ELCO LANDMARK RESIDENTIAL HOLDINGS LLC

AND

ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC

Dated as of July 1, 2013

TABLE OF CONTENTS

ARTICLE I. Interpretation		2
1.1	Certain Definitions	2
1.2	Construction	10
ARTICLE II. Purchase and Sale of Shares		11
2.1	Purchase and Sale of Shares	11
2.2	Purchase Price	11
2.3	Closing	11
2.4	Closing Procedures	11
ARTICLE III. Representations and Warranties of the Corporation		11
3.1	SEC Reports; Financial Statements	11
3.2	No Material Adverse Change in Business	12
3.3	Good Standing of the Corporation and the Operating Partnership	12
3.4	Good Standing of Subsidiaries	13
3.5	Authorization of Agreement	13
3.6	Consents and Approvals	14
3.7	No Conflicts; No Violations	14
3.8	Capitalization	14
3.9	Valid Issuance of Shares and OPUs	15
3.10	Absence of Undisclosed Liabilities	15
3.11	Absence of Proceedings	16
3.12	Accuracy of Descriptions	16
3.13	Possession of Intellectual Property	16
3.14	Possession of Licenses and Permits	16
3.15	Accounting Controls and Disclosure Controls	17
3.16	Tax Returns and Payment of Taxes	17
3.17	REIT Qualification	18
3.18	ERISA	18
3.19	Absence of Labor Dispute	18
3.20	Foreign Corrupt Practices Act	18
3.21	Money Laundering Laws	18
3.22	OFAC	19
3.23	Indebtedness	19
3.24	FF&E	19
3.25	Investment Company	19
3.26	Compliance	19
3.27	Insurance	19
3.28	Solvency	20
3.29	Private Placement	20
3.30	Registration Rights	20
3.31	Waiver of Ownership Limits	20
3.32	Application of Takeover Protections	20

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3.33	Certain Fees	20
3.34	Acknowledgment Regarding Purchasers’ Purchase of Shares	21
3.35	Title to Property	21
3.36	Condition of Properties	22
3.37	Access and Utilities	22
3.38	No Condemnation	22
3.39	Environmental Laws	22
3.40	Matters Relating to Contributed Entities and Contributed Properties	23
3.41	Incorporation of Representations and Warranties in Master Agreement and Contribution Agreements	25
3.42	No Other Representations or Warranties	25
ARTICLE IV. Representations and Warranties of the Purchasers		25
4.1	Organization	25
4.2	Authorization	25
4.3	Consents and Approvals	26
4.4	No Conflicts	26
4.5	Brokers’ Fees	26
4.6	Securities Law Matters	26
4.7	Patriot Act	27
4.8	Special Representation by OPTrust	28
4.9	No Other Representations or Warranties	28
ARTICLE V. Covenants During Restricted Period		28
5.1	Conduct of the Business	28
5.2	Master Agreement and Contribution Agreements	28
5.3	Notification	28
5.4	Lender Consents	29
ARTICLE VI. Conditions Precedent to the Closing		29
6.1	Conditions Precedent to the Corporation’s Obligations	29
6.2	Conditions Precedent to the Purchasers’ Obligations	30
ARTICLE VII. [Intentionally Omitted]		31
ARTICLE VIII. Closing Deliveries		31
8.1	Items to Be Delivered by the Corporation	31
8.2	Items to Be Delivered by the Purchasers	32
8.3	Officer’s Certificates to be Delivered by the EL Entities	32
ARTICLE IX. Other Agreements of the Parties		33
9.1	All Reasonable Efforts; Further Assurances	33
9.2	Notification	33
9.3	Public Announcements	33
9.4	Confidentiality	33
9.5	Title to Acquired Properties	33
9.6	Transfer Taxes	34
9.7	Transfer Restrictions	34

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9.8	Amendments to Transaction Documents	36
9.9	Integration	36
9.10	Use of Proceeds	36
9.11	Other Reporting Obligations	36
9.12	Future Covered Transactions	37
ARTICLE X. Survival and Indemnification		38
10.1	Survival of Representations, Warranties, and Covenants	38
10.2	Indemnification	38
10.3	Procedures for Third-Party Claims	39
10.4	Direct Claims	40
10.5	Certain Other Matters	40
ARTICLE XI. Put Right		41
11.1	Put Right	41
ARTICLE XII. Miscellaneous		42
12.1	Amendments	42
12.2	Assignment	42
12.3	Binding Effect	42
12.4	Counterparts	42
12.5	Entire Agreement	42
12.6	Fees and Expenses	43
12.7	Governing Law	43
12.8	Headings	43
12.9	Jurisdiction	43
12.10	Notices	43
12.11	No Recourse	45
12.12	Severability	45
12.13	Specific Performance	45
12.14	Third-Party Beneficiaries	45
12.15	Waiver	46

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Index of Schedules

Schedule A:	Shares at the Closing
Schedule B:	[Intentionally Omitted]
Schedule C:	Existing Properties and Existing Indebtedness
Schedule D:	Contributed Properties
Schedule 1.2(c)	Knowledge
Schedule 3.2:	Changes
Schedule 3.6:	Consents and Approvals
Schedule 3.7:	No Conflicts; No Violations
Schedule 3.8(b):	Capitalization
Schedule 3.30:	Registration Rights
Schedule 3.40(b):	Consents

Index of Exhibits

Exhibit A-1:	Form of Opinion of Maryland Counsel to Corporation (Venable LLP)
Exhibit A-2:	Form of Opinion of Tax Counsel to Corporation (Morris, Manning and Martin, LLP)
Exhibit A-3:	Form of Opinion of Counsel to Corporation (Hunton & Williams LLP)
Exhibit B:	Form of Registration Rights Agreement
Exhibit C:	Form of REIT Ownership Limit Waiver

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COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 1, 2013, by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Corporation”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”) and MB Equity Holdings, Inc., a British Virgin Islands corporation (“MBEH” and, together with OPTrust, the “Purchasers” and each a “Purchaser”), ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“EL1”), and ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC, a Delaware limited liability company (“EL2” and, together with EL1, the “EL Entities”).

R E C I T A L S

WHEREAS, in connection with the transactions contemplated hereby and by that certain Master Contribution Agreement, dated as of the date hereof, by and among the Corporation, Landmark Apartment Trust of America Holdings, L.P., a Virginia limited partnership (the “Operating Partnership”), and the EL Entities (the “Master Agreement”), (i) the Corporation has entered into five separate Interest Contribution Agreements, dated as of the date hereof, by and among the Corporation, the Operating Partnership, EL1 and its Affiliates, and the other parties thereto, if any (each, an “EL Contribution Agreement” and collectively, the “EL Contribution Agreements”), (ii) all of EL1’s right, title and interests as a buyer in and to that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among EL1, Apartment Properties Income and Growth Fund I, LLC, a Delaware limited liability company (“APIGF”), and ADMG Partners LP, a North Carolina limited partnership and an Affiliate of the EL Entities (the “Hunt JV#1 Contribution Agreement”), have been assigned, directly or indirectly through one or more assignment and assumption agreements (collectively, the “Hunt #1 Assignment and Assumption Agreements”), to the Operating Partnership, (iii) all of EL1’s right, title and interests as a buyer in and to that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among EL1, Hunt Commercial Realty Partners III, L.P., a Delaware limited liability company (“HCRP” and, together with APIGF, the “Hunt Parties”), and ADMG Faircave Partners LP, a Florida limited partnership and an Affiliate of the EL Entities (the “Hunt JV#2 Contribution Agreement” and, together with the Hunt JV#1 Contribution Agreement, the “Hunt Contribution Agreements”), have been assigned, directly or indirectly through one or more assignment and assumption agreements (collectively, the “Hunt #2 Assignment and Assumption Agreements” and, together with the Hunt #1 Assignment and Assumption Agreements, the “Hunt Assignment and Assumption Agreements”), and (iv) all of the right, title and interests of ADMG 191 Partners, LP, a Florida limited partnership and an Affiliate of the EL Entities (“ADMG”), as a purchaser under that certain Purchase and Sale Agreement, dated as of November 29, 2012, by and between ADMG and HVP Landmark Investor II, a Delaware limited liability company (“Heitman”) (the “Heitman Contribution Agreement” and together with the EL Contribution Agreements and the Hunt Contribution Agreements, the “Contribution Agreements” and each a “Contribution Agreement”), have been assigned, directly or indirectly through one or more assignment and assumption agreements (collectively, the “Heitman Assignment and Assumption Agreements” and, together with the Hunt Assignment and Assumption Agreements, the “Assignment and Assumption Agreements” and each an “Assignment and Assumption Agreement”), relating to the contribution to the Operating Partnership of five properties owned by the Hunt Parties, Heitman, EL1 and their respective Affiliates;

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WHEREAS, on the terms and subject to the conditions set forth herein, the Corporation desires to issue and sell to the Purchasers, and the Purchasers desire to purchase and acquire from the Corporation, an aggregate of 2,055,215 shares of Common Stock (as defined below);

WHEREAS, the Purchasers and the Corporation acknowledge and agree that the proceeds of the Shares (as defined below) 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:

“ADMG” has the meaning ascribed to such term in the recitals to this Agreement.

“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.

“APIGF” has the meaning ascribed to such term in the recitals to this Agreement.

“Assignment and Assumption Agreement” and “Assignment and Assumption Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“Avondale Closing” means the closing of the Transactions in respect of the Avondale Contributed Property.

“Avondale Contributed Property” means the Contributed Property identified as Avondale by the Lakes in Schedule D hereto.

“Avondale Outside Date” means the date that is sixty (60) days after the Closing Date, provided that the Avondale Outside Date may be extended to a date subsequent to such sixtieth day upon written agreement between OPTrust and the Corporation and, in such case, the Avondale Outside Date shall be the date agreed upon in writing by OPTrust and the Corporation.

“Avondale Put Right Ratio” means a ratio equal to (i) the equity value, as set forth on Schedule D, of the Avondale Contributed Property, divided by (ii) the aggregate equity value, as set forth on Schedule D, of all Contributed Properties.

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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.

“Capital Stock” means all classes or series of stock of the Corporation, including Common Equity.

“Charter” means the charter of the Corporation.

“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 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 Corporation without limit as to per share amount.

“Common Stock” means the common stock, $.01 par value per share, of the Corporation.

“Common Stock Put Securities” has the meaning ascribed to it in Section 11.1(a).

“Conduct of Business Covenants” has the meaning ascribed to it in Section 5.1.

“Contract” has the meaning ascribed thereto in the Master Agreement.

“Contributed Entity” means an entity that wholly owns, directly or indirectly, a Contributed Property.

“Contributed Property” means any property identified on Schedule D 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.

“Contribution Agreement” and “Contribution Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“Corporation” has the meaning ascribed to it in the preamble to this Agreement.

“Covered Transaction” has the meaning ascribed to it in Section 9.12(a).

“Department” means the State Department of Assessments and Taxation of Maryland.

“Developments and Improvements” has the meaning ascribed to it in Section 3.36.

“Direct Claim” has the meaning ascribed to it in Section 10.4.

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“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).

“EL1” has the meaning ascribed to it in the preamble to this Agreement.

“EL2” has the meaning ascribed to it in the preamble to this Agreement.

“EL Contribution Agreement” and “EL Contribution Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“EL Entities” 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 3.39.

“Equity Interest” means (a) in the case of a corporation, shares of stock, (b) in the case of a general or limited partnership, partnership interests, (c) in the case of a limited liability company, limited liability company interests, (d) in the case of a trust, beneficial interests therein, and (e) 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).

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

“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.

“Hazardous Materials” means any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold.

“HCRP” has the meaning ascribed to such term in the recitals to this Agreement.

“Heitman” has the meaning ascribed to such term in the recitals to this Agreement.

“Heitman Assignment and Assumption Agreements” has the meaning ascribed to such term in the recitals to this Agreement.

“Heitman Contribution Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

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“Hunt #1 Assignment and Assumption Agreements,” “Hunt #2 Assignment and Assumption Agreements” and “Hunt Assignment and Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“Hunt JV#1 Contribution Agreement,” “Hunt JV#2 Contribution Agreement” and “Hunt Contribution Agreements” have the meanings ascribed to such terms in the recitals to this Agreement.

“Hunt Parties” has the meaning ascribed to such term in the recitals to this Agreement.

“IFRS” has the meaning ascribed to it in Section 9.11(b)(i).

“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: (a) all obligations for borrowed money, (b) all obligations arising from installment purchases or property or representing the deferred purchase price of property or services in respect of which such Person 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), (c) 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, (d) 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, (e) all obligations for which such Person is obligated pursuant to a Guaranty, (f) obligations under leases required to be capitalized in accordance with GAAP, (g) 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 (h) all obligations of such Person upon which interest charges are customarily paid or accrued.

“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 (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.

“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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“Liquidation Preference” has the meaning ascribed thereto in the Charter.

“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 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, and for purposes of this Agreement (unless expressly stated otherwise) means the Master Agreement as executed and delivered by the parties thereto on the date hereof, without giving effect to any amendment, modification or waiver thereof.

“Master Structuring Agreement” means the master structuring agreement, dated as of the date hereof, by and among Elco LR OPT II REIT LP, MBEH, ADMG, ADMG FairCave Partners LP, ADMG Partners LP and EL.

“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 (a) the earnings, business affairs, business prospects, management, assets, properties, condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries, taken as a whole, or (b) 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: (i) a “LATA Material Adverse Effect” (as defined in the Master Agreement); and (ii) a “Portfolio Material Adverse Effect” (as defined in the Master Agreement).

“MBEH” has the meaning ascribed to it in the preamble to this Agreement.

“MGCL” means the Maryland General Corporation Law.

“Non-Avondale Contributed Property” means each of the Contributed Properties identified in Schedule D hereto other than Avondale by the Lakes.

“Non-Avondale Final Closing” means the closing of the Transactions in respect of the last Non-Avondale Contributed Property.

“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.

“OPU Put Securities” has the meaning ascribed to it in Section 11.1(a).

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“OPUs” means limited partnership interests in the Operating Partnership designated as “Common Partnership Units”.

“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.

“Ordinary Course” means, with respect to any Person, 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, with respect to a corporation, limited liability company, partnership, or other legally authorized incorporated or unincorporated entity, (a) 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 (b) the bylaws, operating agreement, partnership agreement, or other applicable documents relating to the 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)(iii).

“Outside Date” means the date that is thirty (30) days after the Closing Date, provided that the Outside Date may be extended to a date subsequent to such thirtieth day upon written agreement between OPTrust and the Corporation and, in such case, the Outside Date shall be the date agreed upon in writing by OPTrust and the Corporation.

“Patriot Act” has the meaning ascribed to it in Section 4.7(a).

“Permitted Encumbrances” with respect to any Contributed Property or with respect to any other property, has the meaning ascribed thereto in the Master Agreement.

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

“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.

“Prohibited Person” has the meaning ascribed to it in Section 4.7(b).

“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.

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“Put Closing” has the meaning ascribed to it in Section 11.1(c).

“Put Closing Date” has the meaning ascribed to it in Section 11.1(c).

“Put Notice” has the meaning ascribed to it in Section 11.1(a).

“Put Price” has the meaning ascribed to it in Section 11.1(a).

“Put Right” has the meaning ascribed to it in Section 11.1(a).

“Put Right Ratio” means a ratio equal to (i) the aggregate equity value, as set forth on Schedule D, of the Non-Avondale Contributed Properties that the Corporation and/or the Operating Partnership have not acquired, directly or indirectly, one hundred percent (100%) of the ownership interest on or prior to the Outside Date, divided by (ii) the aggregate equity value, as set forth on Schedule D, of all Contributed Properties.

“Put Securities” has the meaning ascribed to it in Section 11.1(a).

“Receiving Party” has the meaning ascribed to it in Section 9.4.

“Registration Rights Agreement” has the meaning ascribed to it in Section 8.1(g).

“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.

“REIT Ownership Limit Waiver” has the meaning ascribed to it in Section 8.1(h).

“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.

“Representative” has the meaning ascribed to it in Section 10.2(a)(iii).

“Restricted Period” means the period from the date hereof through the earlier to occur of the Final Closing (as defined in the Master Agreement) and the termination of the Master Agreement.

“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 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 Act” means the Securities Act of 1933, as amended.

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

“Series A Warrants” means the warrants reflecting 100% warrant coverage to acquire shares of Common Stock issued to holders of the Series A Preferred Stock.

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

“Series B Warrants” means the warrants reflecting 100% warrant coverage to acquire shares of Common Stock issued to holders of the Series B Preferred Stock.

“Series D Common Stock” means the Series D Common Stock, par value $0.01 per share, of the Corporation.

“Series D Preferred Stock” means the 8.75% Series D Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, of the Corporation.

“Shares” has the meaning ascribed to it in Section 2.1.

“Specified SEC Reports” means the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, and any and all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case, filed after December 31, 2012 and prior to the Closing Date (excluding disclosures in the “Risk Factors” sections of any such SEC Reports).

“Subsidiary” means (a) in respect of the Corporation, any “subsidiary” of the Corporation as such term is defined in Rule 1-02 of Regulation S-X, including the Operating Partnership, and (b) 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), (i) 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, (ii) controls the management of which, directly or indirectly, through one or more intermediaries, (iii) directly or indirectly through Subsidiaries owns more than 50% of the Equity Interests or (iv) is a general partner.

“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,

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windfall profits or other tax or customs duties or amount imposed by any Governmental Entity, 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 Entity, 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 Contract Rights (as defined in the Master Agreement), or any interest or penalties incurred in connection with such change of ownership.

“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 Entity or a third party in connection with Taxes.

“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 Registration Rights Agreement, the Master Agreement, the Master Structuring Agreement, the Contribution Agreements, the Assignment and Assumption 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.

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 and the Code), 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.

(c) As used in this Agreement, the term “knowledge”, “known” or words of similar import mean, with respect to the Corporation, the actual knowledge of the Persons listed on Schedule 1.2(c) after reasonable investigation, including reasonable inquiries of officers and management employees of the Corporation and its Subsidiaries having responsibility relating to the applicable matter.

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ARTICLE II.

Purchase and Sale of Shares

2.1 Purchase and Sale of Shares. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Corporation shall issue, sell, and deliver to each Purchaser, and each Purchaser shall purchase and acquire from the Corporation, the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on Schedule A hereto, as a part of, and simultaneously with the Initial Closing as defined in and under the Master Agreement.

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 Shares as contemplated herein shall be $8.15 for each Share 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 Shares as set forth in Section 2.1 (the “Closing”) shall take place on the date hereof at the offices of Goulston & Storrs, 885 Third Avenue, 18^th Floor, New York, New York 10022, or such other mutually agreed upon location, only as a part of, and simultaneously with, the Initial Closing as defined and 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 herein). 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.

ARTICLE III.

Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to each of the Purchasers that the statements contained in this Article III are true and correct as of the date hereof.

3.1 SEC Reports; Financial Statements.

(a) The Corporation has filed with or furnished to the SEC 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 the SEC Reports. The Corporation has delivered or made available to EL and each Purchaser 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

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material respects with the requirements of the Securities Act or the Exchange 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.

(b) The financial statements included in the SEC Reports, together with the related schedules and notes, including the audited financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Annual Report”), and the unaudited interim financial statements included in the Corporation’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2013 (the “Quarterly Report”), are accurate in all material respects and present fairly the financial position of the corporation and its consolidated Subsidiaries, taken as a whole, at the dates indicated; said financial statements have been prepared in conformity with 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.

3.2 No Material Adverse Change in Business. Since December 31, 2012, (a) there has been no Material Adverse Effect, (b) except for transactions contemplated under the Transaction Documents or as set forth in Schedule 3.2, there have been no transactions entered into by the Corporation or any Subsidiary thereof, other than those in the Ordinary Course, which are material with respect to the Corporation and each Subsidiary taken as a whole, and (c) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares of capital stock, other than in the Ordinary Course.

3.3 Good Standing of the Corporation and the Operating Partnership.

(a) The Corporation has been duly organized and is validly existing as a corporation in good standing with the Department 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 Documents to which it is a party; and the Corporation 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 a Material Adverse Effect. Complete and correct copies of the Organizational Documents of the Corporation and all amendments thereto have been made available to the EL Entities and each Purchaser and no changes thereto will be made other than as contemplated by this Agreement and the other Transaction Documents.

(b) The Operating Partnership 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 Documents to which it is a party;

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and the Operating Partnership 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 a Material Adverse Effect. Complete and correct copies of the Organizational Documents of the Operating Partnership and all amendments thereto have been made available to the EL Entities and each Purchaser and no changes thereto will be other than as contemplated by this Agreement and the other Transaction Documents.

3.4 Good Standing of Subsidiaries. The only Subsidiaries of the Corporation are the entities listed in Exhibit 21.1 to the Annual Report and those owning properties acquired since the Annual Report. Each Subsidiary of the Corporation (other than the Operating Partnership, which is addressed in Section 3.3(b)) (a) 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, (b) 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 (c) 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 (c) where the failure so to qualify or to be in good standing would not result in a 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 the Corporation, 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, the Corporation 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.

3.5 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 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 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

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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).

3.6 Consents and Approvals. Except as set forth on Schedule 3.6, 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, if required, the filing of a Form D with the SEC and filings with any applicable state securities regulatory authorities. With respect to the Contributed Properties, except as set forth on Schedule 3.6, all consents and approvals required to be obtained from any Person (including any lender) in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions thereunder have been obtained.

3.7 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 (a) conflict with the Organizational Documents of the Corporation or any of its Subsidiaries, (b) except as set forth on Schedule 3.7, 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, (c) 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, (d) violate any Order of any Governmental Entity applicable to the Corporation or any of its Subsidiaries, (e) violate any Law applicable to the Corporation or any of its Subsidiaries, or (f) 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 (b) through (f), as could not reasonably be expected to have a Material Adverse Effect.

3.8 Capitalization.

(a) The authorized Capital Stock consists of 300,000,000 shares of Common Stock, 5,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Preferred Stock, 21,900,000 shares of Series D Preferred Stock and 21,900 shares of Series D Common Stock. At the close of business on June 28, 2013, (i) 21,786,559 shares of Common Stock were issued and outstanding, (ii) a maximum of 2,000,000 shares of Common Stock were reserved for issuance under the Corporation’s 2006 Incentive Award Plan and the Corporation’s 2012

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Incentive Award Plan, collectively (of which no shares of Common Stock were subject to outstanding options granted under such plans), (iii) 6,666,666 shares of Common Stock were reserved for issuance upon exercise of the Series A Warrants and Series B Warrants, (iv) no shares of Series A Preferred Stock were issued or outstanding, (v) no shares of Series B Preferred Stock were issued or outstanding, (vi) 10,300,000 shares of Series D Preferred Stock were issued and outstanding, (vii) 44,813,979 OPUs were issued and outstanding, each of which may be converted into one share of Common Stock in accordance with the terms thereof, (viii) 622,162 limited partnership interests in the Operating Partnership designated as “LTIP Units” were issued and outstanding, (ix) 5,000,000 limited partnership interests in the Operating Partnership designated as 9.75% Series A Cumulative Non-Convertible Preferred Partnership Units were issued and outstanding, all of which were held solely by the Corporation, and (x) 1,000,000 limited partnership interests in the Operating Partnership designated as 9.75% Series B Cumulative Non-Convertible Preferred Partnership Units were issued and outstanding, all of which were held solely by the Corporation. The total number of OPUs that are to be issued by the Operating Partnership in connection with the transactions contemplated by the Transaction Documents is an amount not to exceed 1,200,000.

(b) Except as set forth in Schedule 3.8(b), 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 the Corporation, 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.

3.9 Valid Issuance of Shares and OPUs. The Shares have been duly authorized for issuance and sale to the Purchasers and, when issued and delivered in accordance with the terms of this Agreement against delivery of the purchase price therefor, the Shares will be, validly issued, fully paid and nonassessable, free and clear of all Liens. The OPUs contemplated to be issued to Elco LR OPT II REIT LP under the Transaction Documents have been duly authorized for issuance and sale to Elco LR OPT II REIT LP and, when issued and delivered in accordance with the terms of the Transaction Documents, the OPUs will be, validly issued, fully paid and nonassessable, free and clear of all Liens.

3.10 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: (a) any Indebtedness set forth on Schedule C hereto; (b) liabilities in respect of uses of proceeds described in Section 9.10; (c) liabilities fully and adequately reflected or reserved against in the financial statements included in the Specified SEC

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Reports; (d) 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 would reasonably be expected to have a Material Adverse Effect; (e) liabilities between or among any two or more of the Corporation and its Subsidiaries; and (f) liabilities of the type expressly covered by any other representations and warranties of the Corporation set forth in this Agreement.

3.11 Absence of Proceedings. There is no Proceeding now pending, or, to the knowledge of the Corporation, threatened, against or affecting the Corporation or any Subsidiary thereof, which is required to be disclosed in the Specified SEC Reports which has not been so disclosed, or which reasonably would be expected to result in a Material Adverse Effect, or which reasonably would be expected to materially and adversely affect the ability of the Corporation and the Operating Partnership to consummate the transactions contemplated by this Agreement and the other the Transaction Documents or the performance by the Corporation or the Operating Partnership of their respective obligations hereunder or thereunder.

3.12 Accuracy of Descriptions. The descriptions in the Specified 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 Specified SEC Reports or to be filed as exhibits to the Specified SEC Reports which are not described or filed as required. All agreements between the Corporation or any Subsidiary thereof, on the one hand, and any other party expressly referenced in the Specified SEC Reports are legal, valid and binding obligations of the Corporation or one or more of its Subsidiaries, enforceable against the Corporation 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.

3.13 Possession of Intellectual Property. The Corporation 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 the Corporation nor any of its Subsidiaries has received any written notice, nor, to the Corporation’s knowledge, is there any threatened claim of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which reasonably would be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Corporation 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, reasonably would be expected to result in a Material Adverse Effect.

3.14 Possession of Licenses and Permits. The Corporation and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate Governmental Entities 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 a Material Adverse Effect; the Corporation and its

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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 a 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 a Material Adverse Effect; and neither the Corporation 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 a Material Adverse Effect.

3.15 Accounting Controls and Disclosure Controls. The Corporation 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 the Corporation’s formation, there has been (i) no material weakness in the Corporation’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Corporation’s internal control over financial reporting that has materially affected, or would reasonably be likely to materially affect, the Corporation’s internal control over financial reporting. The Corporation and each of its Subsidiaries maintain disclosure controls and procedures that, in all material respects, are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange 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 the Corporation’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

3.16 Tax Returns and Payment of Taxes. All United States federal income Tax Returns of the Corporation 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. The Corporation 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 the Corporation 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 a Material Adverse Effect. All such returns are true, correct and complete in all material respects. The charges, accruals and reserves on the books of the Corporation 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. The Corporation 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 “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b) (irrespective of the effective date).

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3.17 REIT Qualification. Commencing with the Corporation’s taxable year ending December 31, 2006, the Corporation has been organized and has operated, and upon consummation of the transactions contemplated hereby 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 the Corporation as described in the Specified SEC Reports will enable the Corporation to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable years ending December 31, 2012 and subsequent taxable years.

3.18 ERISA. The assets of the Corporation do not constitute, and as of any Closing will not constitute, “plan assets” under the Employee Retirement Income Security Act of 1974, as amended.

3.19 Absence of Labor Dispute. (a) No labor dispute with the employees of the Corporation, the Operating Partnership or any Subsidiary thereof exists or, to the knowledge of the Corporation, is imminent, and (b) the Corporation is not aware of any existing or imminent labor disturbance by the employees of any of its, the Operating Partnership’s or any of their Subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in the case of (a) or (b), would result in a Material Adverse Effect.

3.20 Foreign Corrupt Practices Act. Neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, Affiliate or other Person acting on behalf of the Corporation or any of its Subsidiaries has taken any action, directly or indirectly, that would result in a violation by any of such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including 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 Corporation and, to the knowledge of the Corporation, 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.

3.21 Money Laundering Laws. The operations of the Corporation and its Subsidiaries 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 action, suit or Proceeding by or before any Governmental Entity involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

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3.22 OFAC. Neither the Corporation nor, to the knowledge of the Corporation, any trustee, officer, agent, employee, Affiliate or person acting on behalf of the Corporation or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Corporation will not directly or indirectly knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

3.23 Indebtedness. Schedule C 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 date of this Agreement, listing separately (a) each such Indebtedness (if any) 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 Exhibit A of the Charter as related to the Series A Stock) 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 C.

3.24 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), except as has not had and could not reasonably be expected to have a Material Adverse Effect.

3.25 Investment Company. The Corporation is not, and after giving effect to the issuance of the Shares and the application of the proceeds thereof will not be, an “investment company” within the meaning of Investment Company Act of 1940, as amended.

3.26 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. The Corporation has at all times since January 1, 2012 been in compliance with its Organizational Documents.

3.27 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, 2012, none of the Corporation and its Subsidiaries has been denied any material insurance coverage that it has sought or for which it has applied.

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3.28 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 and 101% of the Liquidation Preference of the outstanding shares of each series of preferred stock of the Corporation, 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.

3.29 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 Shares 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 Shares as contemplated hereby will comply with all applicable federal and state Laws.

3.30 Registration Rights. Except as set forth on Schedule 3.30, 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.

3.31 Waiver of Ownership Limits. The Board of Directors of the Corporation has waived, in the case of OPTrust, the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit (each as defined in the Charter), in accordance with the Charter to permit OPTrust 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 OPTrust at the Closing.

3.32 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 Shares and any Purchaser’s ownership of the Shares. 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.

3.33 Certain Fees. 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

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transactions contemplated by this Agreement or any of the Transaction Documents. 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 3.33 that may be due in connection with the transactions contemplated by this Agreement or any of the Transaction Documents. 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 attorneys’ fees) and expenses, as such fees and expenses are incurred, that are suffered in respect of (a) any claimed or existing fees or commissions of the type contemplated by this Section 3.33 for which the Corporation or any of its Subsidiaries is responsible, other than those disclosed above, and (b) any failure of the Corporation or any of its Subsidiaries to timely pay those fees and commissions disclosed above.

3.34 Acknowledgment Regarding Purchasers’ Purchase of Shares. 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 of the Corporation (or in any similar capacity) with respect to this Agreement and any other Transaction Document 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 Shares. 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.

3.35 Title to Property. The Corporation and its Subsidiaries have good and marketable title in fee simple to all real property owned by the Corporation 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 the Corporation or any of its Subsidiaries; and all of the leases and subleases material to the business of the Corporation and its Subsidiaries, considered as one enterprise, and under which the Corporation or any of its Subsidiaries holds properties described in the Specified SEC Reports, are in full force and effect, and neither the Corporation 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 the Corporation or any Subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Corporation or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

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3.36 Condition of Properties. The Corporation, the Operating Partnership or their Subsidiaries have received and reviewed property condition reports on all real property owned by the Corporation, the Operating Partnership and their Subsidiaries. Except as otherwise set forth in the Specified SEC Reports, to the Corporation’s knowledge: (a) none of the real property owned by the Corporation, the Operating Partnership 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 a Material Adverse Effect; (b) none of the Corporation, the Operating Partnership 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 water affecting any real property owned by the Corporation, the Operating Partnership and their Subsidiaries that would, singly or in the aggregate, have a Material Adverse Effect; (c) there does not exist any violation of any declaration of covenants, conditions and restrictions with respect to any real property owned by the Corporation, the Operating Partnership and their Subsidiaries that would, singly or in the aggregate, have a 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 (d) the developments or improvements comprising any portion of real property owned by the Corporation, the Operating Partnership 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 a Material Adverse Effect and the mechanical, electrical and utility systems servicing the Developments and Improvements (including 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 Material Adverse Effect.

3.37 Access and Utilities. All of the real property owned by the Corporation, the Operating Partnership 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 the Corporation, the Operating Partnership and their Subsidiaries for its use as described in the Specified SEC Reports.

3.38 No Condemnation. No condemnation or other proceeding has been commenced that has not been completed, and, to the Corporation’s knowledge, no such proceeding is threatened, with respect to all or any portion of the real property owned by the Corporation, the Operating Partnership and their Subsidiaries or for the relocation away from any such property of any roadway providing access to such property or any portion thereof.

3.39 Environmental Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (a) neither the Corporation nor any of its Subsidiaries is in violation of any Environmental Law, (b) the Corporation and its Subsidiaries 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

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judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation 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 the Corporation or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.

3.40 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 (i) renew its existing insurance coverage as and when such policies expire or (ii) 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, 2012, 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 3.40(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 the EL Entities or any of their Affiliates 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 3.41, (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, (i) 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 Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, (ii) 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, (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation,

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investigation or proceedings relating to any Environmental Law against any Contributed Entity or any owner of a Contributed Property and (iv) 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, other than (i) any leased or licensed item as set forth in the related disclosure schedules incorporated by reference herein pursuant to Section 3.41 and (ii) any other item that is not material to the ownership, operation or maintenance of such Contributed Property.

(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 the EL Entities or any Affiliate thereof are in full force and effect, without material default by the EL Entities or any of their Affiliates that is a party thereto and, to the Corporation’s knowledge, without material default by any other party thereto.

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3.41 Incorporation of Representations and Warranties in Master Agreement and Contribution Agreements. The Corporation hereby makes to each of the Purchasers each of the representations and warranties set forth in Articles IV and V of the Master Agreement, each of the representations and warranties set forth in Section 4.1 of each of the Hunt Contribution Agreements, each of the representations and warranties set forth in Article V of the Heitman Contribution Agreement and each of the representations and warranties set forth in Article III of each of the EL 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, the EL Entities and their respective Affiliates shall have been furnished or made available to the Purchasers; provided that any reference to any “LATA 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 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.

3.42 No Other Representations or Warranties. The Corporation does not make and has not made any representations or warranties in this Agreement related to the subject matter hereof other than those specifically set forth in this Article III.

ARTICLE IV.

Representations and Warranties of the Purchasers

Except as set forth in Section 4.8 below, 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 and thereby (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,

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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.

4.4 No Conflicts. The execution and delivery of this Agreement does not (and each Purchaser Document will not), and neither will the performance by the Purchaser of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein, (a) conflict with the Purchaser’s Organizational Documents, (b) 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 Purchaser is a party or by which any of its assets or properties may be bound or (c) 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 (including those contemplated by the other Transaction Documents) to any Person for which any of the Corporation and its Subsidiaries will be liable. Each Purchaser, severally and not jointly, shall indemnify and hold harmless the Corporation and its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses, as such fees and expenses are incurred, that are suffered in respect of any claimed or existing fees or commissions of the type contemplated by this Section 4.5 for which such Purchaser is responsible.

4.6 Securities Law Matters. The Purchaser is acquiring the Shares 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 Shares 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 Shares, 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 Shares and, at the present time, is able to afford a complete loss of such investment.

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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”).

(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.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, 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.

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4.8 Special Representation by OPTrust. OPTrust, and only OPTrust, hereby represents and warrants to the Corporation that it is treated as a “foreign government” under Treasury Regulation Section 1.892-2T (and any successor provision thereto), and that it is not an entity described in Section 892(a)(2)(B) of the Code.

4.9 No Other Representations or Warranties.The Purchaser does not make and has not made any representations or warranties in this Agreement related to the subject matter hereof 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 Section 7.2 of the Master Agreement (collectively, the “Conduct of Business Covenants”). Except as approved by OPTrust in writing (which approval will not be unreasonably conditioned, delayed, or withheld), during the Restricted Period, (a) the Corporation shall, and shall cause the Operating Partnership to, perform and comply with their respective obligations under the Conduct of Business Covenants and (b) 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 Contribution Agreement in accordance with its terms.

5.2 Master Agreement and 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 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 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 Contribution Agreement in accordance with its terms.

5.3 Notification. During the Restricted Period, the Corporation will notify each of the Purchasers 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 Contributed Properties) that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect, provided that such disclosure would not be in contravention of any federal or state securities laws.

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5.4 Lender Consents. During the Restricted Period, each of the EL Entities 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 Outside Date. During the Restricted Period, each of the EL Entities and the Corporation shall, and shall cause each of their respective Affiliates to, comply with their respective obligations under Section 6.2(g) of each of the Hunt Contribution Agreements and Sections 3.01(a) and (b) of the Heitman Contribution Agreement.

ARTICLE VI.

Conditions Precedent to the 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 Shares 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 Contribution Agreements. Each of the Master Agreement and the 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) Registration Rights Agreement. The Registration Rights Agreement shall have been executed and delivered by all parties thereto (other than the Corporation).

(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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6.2 Conditions Precedent to the Purchasers’ Obligations. The obligation of each of the Purchasers to consummate the purchase of Shares 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 and the EL Entities shall have performed and complied with all of the covenants and provisions of any Transaction Document 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. The EL Entities shall have delivered to each Purchaser each item set forth in Section 8.3 required to be delivered by the EL Entities on or before the Closing Date.

(d) Effectiveness of Transaction Documents. Each of the Transaction Documents 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 Closing (as defined therein) shall have occurred simultaneously with the Closing hereunder.

(f) Registration Rights Agreement. The Registration Rights Agreement shall have been executed and delivered by all parties thereto (other than such Purchaser and its Affiliates).

(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.

(h) No Material Adverse Effect. Since December 31, 2012, 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 to be obtained by or on behalf of the Corporation 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.

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(k) Absence of Breach. 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 any party (other than the Purchasers and their respective Affiliates) of its covenants and agreements under the Transaction Documents.

(l) Redemption of Preferred Stock. The Corporation shall have redeemed all of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock in accordance with the applicable provisions of the Charter, respectively.

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) Shares. The validly issued Shares.

(b) Expense Reimbursement. The amount to be reimbursed by the Corporation pursuant to Section 12.6(a).

(c) 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.

(d) 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 (A) all Organizational Documents of the Corporation, together with any and all amendments thereto, and (B) 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 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) the same are in full force and effect and in accordance with all applicable Laws.

(e) 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) and 6.2(j) (solely with respect to the Corporation’s obligations thereunder) has been satisfied (except to the extent waived in writing by such Purchaser).

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(f) Legal Opinions. An opinion of Venable LLP, Maryland counsel to the Corporation, dated the Closing Date and addressed to the Purchasers, in substantially the form attached hereto as Exhibit A-1, an opinion of Morris, Manning and Martin, LLP, tax counsel to the Corporation, dated the Closing Date and addressed to the Purchasers, in substantially the form attached hereto as Exhibit A-2 and an opinion of Hunton & Williams LLP, counsel to the Corporation, dated the Closing Date and addressed to the Purchasers, in substantially the form attached hereto as Exhibit A-3.

(g) Registration Rights Agreement. The Registration Rights Agreement, duly executed by the Corporation, in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”).

(h) Ownership Limit Waiver. A duly executed REIT ownership limit waiver certificate in substantially the form attached hereto as Exhibit C (a “REIT Ownership Limit Waiver”).

(i) 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 the following:

(a) Purchase Price. The purchase price in cash for the Shares 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) Other Documents. Such other documents relating to the transactions contemplated hereby as the Corporation or its counsel may reasonably request.

8.3 Officer’s Certificates to be Delivered by the EL Entities. At the Closing, the EL Entities shall deliver to each of the Purchasers, as applicable, in form and substance reasonably satisfactory to such Purchaser a certificate, dated as of the Closing Date, duly executed by an authorized officer of each of the EL Entities certifying that, as of the Closing Date, each of the conditions set forth in Section 6.2(b) has been satisfied with respect to each of the EL Entities’ respective obligations thereunder (except to the extent waived in writing by such Purchaser).

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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 (a) 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 (b) any notice given to or received by the Corporation or the Operating Partnership pursuant to Section 7.5 of the Master Agreement.

9.3 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 and each of the Purchasers. 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 in good faith 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.

9.4 Confidentiality. Subject to Section 9.3, 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 any material nonpublic information received from or on behalf of the Corporation), except to the extent such information (a) was previously known on a non-confidential basis to the party receiving such information or documents (the “Receiving Party”), (b) was in the public domain through no fault of the Receiving Party, (c) was independently developed by the Receiving Party, (d) 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 (e) is required to be disclosed by Law or by any Governmental Entity.

9.5 Title to Acquired Properties. With respect to each Contributed Property acquired by the Corporation and its Subsidiaries, the Corporation and its Subsidiaries (including as a Subsidiary, for purposes of this Section 9.5, 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 (i) mortgages on such real property (to the extent permitted under the Organizational Documents of the Corporation), (ii) Permitted Encumbrances and (iii) such mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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.

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9.6 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 Shares at the Closing pursuant to Article II, 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.

9.7 Transfer Restrictions.

(a) The 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 the waiver granted as of the Closing as contemplated by Section 8.1(h) and any waiver that may be granted hereafter pursuant to Section 9.7(e).

(b) The Shares 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 Shares 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 Shares by a Purchaser to an Affiliate of such Purchaser, provided that such Affiliate 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 described in the immediately preceding sentence of any Shares, 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).

(c) The Purchasers agree to the imprinting on any certificate representing the Shares, except as otherwise permitted by Section 9.7(d), of a restrictive legend in substantially the form as follows, together with any additional legend required by the MGCL, the Charter and 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

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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) Any certificates representing the Shares shall not be required to contain the legend set forth in Section 9.7(c): (i) if a registration statement under the Securities Act covering the resale of such Shares under the Securities Act is effective; (ii) following any sale of such Shares in compliance with Rule 144; (iii) if such 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 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 Shares, deliver or cause to be delivered to such Purchaser a certificate representing such 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 9.7.

(e) In the event of a proposed transfer of Shares that, if consummated, would result in the intended transferee beneficially owning shares of Capital Stock in excess of the ownership limit established under the Charter for REIT qualification purposes, then, to the extent permitted by the Charter and subject to the other terms and conditions of this Section 9.7(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 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 of the Corporation 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.

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9.8 Amendments to Transaction Documents. So long as any Shares are held by any of the Purchasers 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 Registration Rights Agreement, the Master Agreement or the Contribution Agreements. For avoidance of doubt, any and all approval requirements of (a) shareholders of the Corporation or partners of the Operating Partnership under their respective Organizational Documents or under applicable Laws or (b) lenders to the Corporation or any of its Subsidiaries or with respect to any of their respective properties (including for this purpose any Contributed Properties) shall be excluded from Section 9.8.

9.9 Integration. The Corporation shall not, and shall use its reasonable 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 integrated with the offer or sale of the Shares hereunder in a manner that would require the registration under the Securities Act of the sale of any Shares hereunder to the Purchasers.

9.10 Use of Proceeds. The Corporation shall use the proceeds received from the issuance and sale of the Shares at the Closing solely for the purpose of directly or indirectly acquiring the Contributed Properties and paying expenses incurred directly in relation thereto, including those expenses incurred in connection with negotiating, executing and delivering the Transaction Documents and reimbursing the Purchasers for those expenses described in Section 12.6. In furtherance of the foregoing, no portion of the proceeds received from the issuance and sale of the Shares at the Closing may be used for the payment of distributions or dividends to the Corporation’s stockholders or to limited partners of the Operating Partnership.

9.11 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 OPTrust by mail and without cost to OPTrust 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

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(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 OPTrust (in each case, for the avoidance of doubt, subject to the provisions of Section 9.4):

(i) 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

(ii) as soon as practicable, any additional reports as may be reasonably requested by OPTrust from time to time for its own internal purposes.

(c) Termination. The provisions of this Section 9.11 shall terminate upon the earlier of the date on which OPTrust, together with its Affiliates, holds less than 5% of the outstanding Shares.

9.12 Future Covered Transactions.

(a) For a period of one year after the Closing Date, the Corporation shall provide OPTrust with true, correct and complete copies of any purchase agreement (or other type of agreement) and all ancillary documents to be entered into in connection therewith, including any side letters or similar agreements, that provide for any capital raising transaction whereby (i) the Corporation issues any shares of Common Stock, warrants to purchase Common Stock or options to purchase Common Stock, in each case directly or indirectly in consideration for cash or other securities, or enters into any other arrangement that gives any Person the right to purchase, subscribe for, or otherwise receive or be issued shares of Common Stock directly or indirectly in consideration for cash or other securities or (ii) the Operating Partnership issues any OPUs, warrants to purchase OPUs or options to purchase OPUs, in each case directly or indirectly in consideration for cash or other securities, or enters into any other arrangement that gives any Person the right to purchase, subscribe for, or otherwise receive or be issued OPUs directly or indirectly in consideration for cash or other securities (each, a “Covered Transaction”), in each case at least five (5) Business Days prior to entering into a binding agreement with respect to the applicable Covered Transaction; provided, however, that a Covered Transaction shall not be deemed to include (and the foregoing obligations shall not apply to) the closing (including any overallotment) of the first underwritten public offering of shares of Common Stock registered under the Securities Act in conjunction with which such shares of Common Stock are listed for trading on the New York Stock Exchange and/or the Nasdaq Stock Market.

(b) For a period of one year after the Closing Date, without OPTrust’s prior written consent (to be given or withheld in OPTrust’s sole and absolute discretion) the Corporation shall not enter into a binding agreement with respect to, or consummate, a Covered Transaction having economic terms that, in the aggregate, are materially more favorable to the purchaser under such Covered Transaction than the terms under which OPTrust and its Affiliates are purchasing shares of Common Stock under this Agreement and indirectly receiving OPUs under the Transaction Documents.

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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 for a period of one year following the date of the Closing Date 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 3.5 (Authorization of Agreement), Section 3.9 (Valid Issuance of Shares and OPUs), Section 3.29 (Private Placement), Section 3.31 (Waiver of Ownership Limits), Section 3.33 (Certain Fees) and Section 3.34 (Acknowledgment Regarding Purchasers’ Purchase of Shares) 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 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 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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(iii) 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 (iii) 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, the EL Entities, jointly and severally, shall indemnify and hold harmless each Purchaser from and against any and all Losses incurred, arising out of or relating to any breach by either of the EL Entities of any of the covenants made by either of the EL Entities in this Agreement.

(c) 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.

(d) Without limitation to Section 10.2(a), from and after the Closing and for so long as any 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 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.

(e) 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 set forth in this Agreement, 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.

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.

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(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.

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 (a) Indemnitor shall then be in compliance with its obligations under this Agreement in respect of such Loss and (b) until Indemnitee fully recovers payment of its Loss, any and all claims of the Indemnitor against any such third person on account of such

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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.

Put Right

11.1 Put Right.

(a) In the event that, with respect to the Non-Avondale Contributed Properties, the Non-Avondale Final Closing has not occurred on or prior to the Outside Date, OPTrust shall have the right and option at its sole discretion to exercise a put right (the “Put Right”), which right may be exercised by OPTrust by delivering written notice (the “Put Notice”) to the Corporation at any time after the Outside Date but prior to the earlier of (i) consummation of the Non-Avondale Final Closing and (ii) 90 days following the Outside Date. Upon an exercise of the Put Right by OPTrust, the Corporation shall (A) purchase from OPTrust a number of shares of Common Stock (the “Common Stock Put Securities”) equal to the Put Right Ratio multiplied by 1,840,491¹ and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPUs (the “OPU Put Securities” and, together with the Common Stock Put Securities, the “Put Securities”) equal to the Put Right Ratio multiplied by 386,503². The aggregate consideration for the Put Securities shall be an amount equal to the number of Common Stock Put Securities to be acquired by the Corporation pursuant OPTrust’s exercise of its Put Right multiplied by $8.15 (the “Put Price”). The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the Put Closing Date.

(b) In the event that, with respect to the Avondale Contributed Property, the Avondale Closing has not occurred on or prior to the Avondale Outside Date, OPTrust shall have the right and option at its sole discretion to exercise its Put Right, which right may be exercised by OPTrust by delivering a Put Notice to the Corporation at any time after the Avondale Outside Date but prior to the earlier of (i) consummation of the Avondale Closing and (ii) 90 days following the Avondale Outside Date. Upon an exercise of the Put Right by OPTrust, the Corporation shall (A) purchase from OPTrust a number of Common Stock Put Securities equal to the Avondale Put Right Ratio multiplied by 1,840,491 and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPU Put Securities equal to the Avondale Put Right Ratio multiplied by 386,503. The aggregate consideration for the Put Securities shall be the Put Price. The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the Put Closing Date.

¹  $15,000,000 divided by $8.15 equals 1,840,491.

²  $3,150,000 divided by $8.15 equals 386,503.

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(c) Any closing of the purchase and sale of the Put Securities (the “Put Closing”) shall take place at the offices of Davies Ward Phillips & Vineberg LLP, 900 Third Avenue, 24th Floor, New York, New York 10022, or at such other mutually agreed upon location, upon a date to be determined by OPTrust that is no less than five (5) days and no more than forty-five (45) days after delivery of the Put Notice (the “Put Closing Date”). OPTrust shall provide the Corporation with written notice of its determination of the Put Closing Date at least five (5) days prior to the Put Closing Date.

ARTICLE XII.

Miscellaneous

12.1 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 Corporation, the EL Entities and Purchasers acquiring (or obligated to acquire) at least two-thirds of the Shares at the Closing; provided, however, that any such amendment, modification or supplement that expressly relates specifically to OPTrust and not to any other Purchasers shall not require the consent of the Purchasers other than OPTrust.

12.2 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 Corporation, the EL Entities and Purchasers acquiring at least two-thirds of the Shares at the Closing, in each case, including the party proposing such assignment, delegation or transfer; 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 Shares 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 12.2 shall be void and of no force or effect.

12.3 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.

12.4 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.

12.5 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.

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12.6 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 (without duplication) through and including the Closing Date, including legal and financial diligence relating thereto.

(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.

12.7 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.

12.8 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.

12.9 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.

12.10 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 (a) in person, (b) by a nationally recognized overnight courier service requiring acknowledgment of receipt of delivery, (c) by certified mail, postage prepaid and return receipt requested, or (d) by facsimile, as follows:

If to the Corporation, to:

4901 Dickens Road, Suite 101

Richmond, Virginia 23230

Attention: Stanley J. Olander, Jr., Chief Executive Officer

Facsimile No.: (804) 237-1345

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with a copy to (which shall not constitute notice):

Morris, Manning and Martin, LLP

1600 Atlanta Financial Center

3343 Peachtree Road, NE

Atlanta, GA 30326

Attention: Lauren B. Prevost, Esq.

Facsimile No.: (404) 365-9532

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) 308-0132

If to MBEH, to:

MB Equity Holdings, Inc.

2^nd Floor, Coastal Building, Wickham’s Cay II

P.O. Box 2221

Road Town, Tortola

British Virgin Islands

Attention: Meir Boukris

Facsimile No.: [                            ]

If to the EL Entities, 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.

885 Third Avenue, 18th Floor

New York, New York 10022

Attention: Yaacov M. Gross, Esq.

Facsimile No.: (212) 878-6911

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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 12.10. 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.

12.11 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 in connection with, arising out of, or relating to any Transaction Document or the transactions contemplated thereby, except to the extent that any such Person is or becomes a party to a Transaction Document.

12.12 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, (a) 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 (b) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.

12.13 Specific Performance. The parties hereby acknowledge and agree that if 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 seek 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.

12.14 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.

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12.15 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.

LANDMARK APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

Signature to Common Stock 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 Common Stock Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

MB EQUITY HOLDINGS, INC.

By:

Name:

Title:

Signature to Common Stock 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/ Elizabeth Truong
	Name: Elizabeth Truong
	Title: Authorized Representative

Signature to Common Stock Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC
By: JLCo, LLC, a Florida limited liability company, its manager
	By: /s/ Elizabeth Truong
	Name: Elizabeth Truong
	Title: Authorized Representative

Signature to Common Stock Purchase Agreement