CNL GROWTH PROPERTIES, INC.

Transcription

1 CNL GROWTH PROPERTIES, INC. FORM 8-K (Current report filing) Filed 01/20/15 for the Period Ending 01/13/15 Address 450 S. ORANGE AVENUE 13TH FLR ORLANDO, FL Telephone CIK SIC Code Real Estate Investment Trusts Fiscal Year 12/31 Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): January 13, 2015 CNL GROWTH PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 450 South Orange Avenue Orlando, Florida (Address of Principal Executive Offices; Zip Code) Registrant s telephone number, including area code: (407) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR e-4(c))

3 Item Completion of Acquisition or Disposition of Assets As previously reported on December 1, 2014, a joint venture (the Joint Venture ) of CNL Growth Properties, Inc. (the Company ), entered into an agreement effective November 25, 2014 (the Purchase and Sale Agreement ) with an unaffiliated third party for the sale of the Joint Venture s 258-unit Class A garden-style multifamily community located in Mount Pleasant, Charleston County, South Carolina (the Long Point Property ). The Company owns and operates the Joint Venture together with its partner, WF Invest Long Point, LLC, a Delaware limited liability company ( Woodfield ). The sale price for the Long Point Property was $55.5 million. On January 15, 2015, the Joint Venture completed the sale of the Long Point Property to Windward Long Point Apartments LLC. The net cash to the Company from the sale of the Long Point Property is between approximately $12.2 million and $12.7 million, after repayment of approximately $28.6 million of debt and associated costs, any indemnification, and distributions to Woodfield in accordance with the provisions of the Joint Venture s governing documents. The Company has not yet determined how the net proceeds from the sale of the Long Point Property will be utilized; however, the use of the proceeds could include the retirement of debt, the acquisition of interests held by joint venture partners, and/or a special distribution to stockholders. Item 7.01 Regulation FD Disclosure. Correspondence with Financial Advisors and Broker Dealers; Webinar and Script On January 20, 2015, the Company sent correspondence to financial advisors and broker dealers notifying them that the board of directors of the Company (the Board ) unanimously approved $10.63 as the estimated net asset value per share of the Company s common stock as of December 31, 2014 ( Valuation ). A copy of such correspondence is filed as Exhibit 99.2 to this Current Report and incorporated herein by reference solely for purposes of this Item 7.01 disclosure. On January 23, 2015, the Company will hold a webinar with financial advisors and broker-dealers to discuss the Valuation. A copy of the presentation and script relating to such webinar are filed as Exhibits 99.3 and 99.4 to this Current Report and incorporated herein by reference solely for purposes of this Item 7.01 disclosure. Pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission ), the information contained in this Item 7.01 disclosure, including Exhibits 99.2, 99.3, and 99.4 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be filed under the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.2, 99.3, and 99.4, the Company makes no admission as to the materiality of such information. Item 8.01 Other Events Determination of Estimated Net Asset Value Per Share as of December 31, 2014 Background 2013 Year End Valuation In July 2013 the Company adopted a valuation policy (the Valuation Policy ) consistent with IPA Practice Guideline , Valuations of Publicly Registered Non-Listed REITs, which was adopted by the Investment Program Association, a trade association for non-listed direct investment vehicles (the IPA ) effective May 1, 2013 (the IPA Guidelines ). In December 2013, in order to establish an annual, year-end schedule for determining the estimated net asset value ( NAV ) per share of the Company s common shares, as recommended by the IPA Guidelines, the valuation committee of the Board, comprised solely of independent directors (the Valuation Committee ) engaged CBRE Capital Advisors, Inc., an independent investment banking firm ( CBRE Cap ) to provide a valuation analysis of the Company as of December 31, 2013 (the 2013 Year End Valuation Report ). On the basis of the 2013 Year End Valuation Report, the Valuation Committee recommended to the Board and the full Board unanimously approved $9.90 as the estimated NAV per share of the Company s common stock as of December 31, 2013 (the 2013 Year End NAV ). The 2013 Year End NAV is reported in the Company s Current Report on Form 8-K filed with the Commission on January 15,

4 Current Valuation 2014 Year End Valuation In accordance with the Company s Valuation Policy and in order to assist brokers in providing information on customer account statements consistent with the requirements of NASD Notice and Financial Industry Regulatory Authority ( FINRA ) Rule 2340, the Valuation Committee again engaged CBRE Cap to assist it and the Board in estimating the NAV per share of the Company s common stock (the 2014 NAV per share ) as of December 31, 2014 (the Valuation Date ). The Valuation Committee and the Board deemed it to be in the best interests of the Company and its stockholders to engage CBRE Cap to provide this latest valuation analysis, based upon CBRE Cap s familiarity with the Company s business model and portfolio of assets. CBRE Cap prepared and provided to the Valuation Committee a report dated January 9, 2015 containing, among other information, a range of values for the Company s common stock as of the Valuation Date (the 2014 Valuation Report ). On January 13, 2015, upon its receipt and review of the 2014 Valuation Report, the Valuation Committee met and concluded that CBRE Cap s proposed range was reasonable, and recommended to the Board that it adopt $10.63 as the Company s estimated 2014 NAV per share, which value falls within the range in the 2014 Valuation Report. At a special meeting of the Board held on January 13, 2015, on the basis of the 2014 Valuation Report and the recommendation of the Valuation Committee, the Board unanimously approved $10.63 as the Company s estimated 2014 NAV per share. The valuation process used by the Valuation Committee and the Board to determine the estimated 2014 NAV per share was designed to follow recommendations in the IPA Guidelines and the Company s Valuation Policy. Valuation Methodologies In preparation of the 2014 Valuation Report, CBRE Cap conducted property level and aggregate valuation analyses of the Company as of December 31, 2014 and provided a range for the Company s 2014 NAV per share. In preparation of the 2014 Valuation Report, CBRE Cap considered the IPA Guidelines and utilized operating information and financial materials and projections prepared by the Company s senior management, CNL Global Growth Advisors, LLC, the Company s advisor (the Advisor ), and/or the Company s joint venture partners. CBRE Cap relied on the following sources in determining the major assumptions in the 2014 Valuation Report: Restricted-use appraisals ( MAI Appraisals ); Proprietary research of affiliates of CBRE Cap, including market and sector capitalization rate surveys; Third-party research, including Wall Street equity reports and online data providers; The Purchase and Sale Agreement for the Long Point Property; The Company s public reports filed with the Commission; and Guidance from senior management of the Company and the Advisor. MAI Appraisals of the Company s properties were performed in accordance with Uniform Standards of Professional Appraisal Practice ( USPAP ). The MAI Appraisals were commissioned by CBRE Cap from CBRE Appraisal Group, an affiliate of CBRE Cap that conducts appraisals and valuations of real properties. Each of the MAI Appraisals was prepared by personnel who are members of the Appraisal Institute and have the Member of Appraisal Institute ( MAI ) designations. Discreet values were assigned to each property in the Company s portfolio. 2

5 As of the Valuation Date, the Company owned interests in a total of 16 real estate properties, 15 of which were owned through joint venture arrangements. All of the multifamily properties were either recently developed or were currently under development. CBRE Cap categorized the Company s real estate properties into three classifications: operating assets, development projects and assets held-for-sale. The following summarizes the valuation methodologies with respect to each asset class, which were applied by CBRE Cap and summarized in the 2014 Valuation Report: Operating Assets. Discounted cash flow analyses were created for the Company s operational properties utilizing an assumed holding period of four years from the date of acquisition. Actual cash flows for the operating properties were based on realized rents. Future operating cash flows for the operating properties were estimated utilizing historical cash flows from realized rents, with assumptions regarding stabilization for properties not yet stabilized. Development Projects. Discounted cash flow analyses were calculated for each of the Company s development projects assuming a holding period of four years from the date of acquisition. Future operating cash flow of each development project was estimated utilizing their respective development budgets and cash flow projections prepared by the respective projects joint venture development partners in conjunction with the Company s senior management and the Advisor. Estimated future cash flows of both the operating assets and the development projects were adjusted for the properties respective joint venture arrangements (after debt service and the repayment of debt) in order to reflect the Company s economic interest in each asset. In addition, the estimated future cash flows assume a hypothetical sale of the properties and liquidation of the joint ventures in accordance with the governing agreements at the end of the holding periods described to derive a present equity value to the Company for each of the properties. For purposes of these calculations, CBRE Cap did not deduct disposition costs and fees and debt prepayment penalties, if any, for purposes of determining the estimated value of the Company s interests, to be consistent with the IPA Guidelines. Assets Held For Sale. As of the Valuation Date, the Company s Long Point Property was under contract for sale to an unaffiliated third party purchaser (the Purchase and Sale Agreement ), and accordingly, the Long Point Property was treated as held for sale for purposes of the 2014 Valuation Report. The Purchase and Sale Agreement provided for the sale of the Long Point Property for $55.5 million, and CBRE Cap estimated the value of the Long Point Property at $55.5 million based on the Purchase and Sale Agreement, then deducted current debt on the Long Point Property from the sale price and applied the net proceeds of the sale in accordance with the provisions of the Joint Venture s governing documents, to derive an equity value to the Company for the Long Point property. On January 15, 2015, the sale of the Long Point Property closed. (See, Item 2.01 of this Current Report.) Valuation Summary; Material Assumptions In reaching estimated valuation ranges for the Company s portfolio, CBRE Cap created a valuation range for each operating asset and each development project by varying the discount rate utilized and the terminal capitalization rate for each. CBRE Cap set the range at 50 basis points on the discount rate, and 30 basis points on the terminal capitalization rate of each asset, which represents an approximate 5% sensitivity on the discount rate and terminal capitalization rate ranges. A 5% decrease in the discount rate has a positive $0.10 impact on the net asset value per share; and a 5% increase in the discount rate has a negative $0.10 impact on the net asset value per share. As the basis for the discount rates applied, CBRE Cap estimated the Company s cost of equity using the capital asset pricing model ( CAPM ). A terminal capitalization rate, derived from the MAI Appraisals prepared for each of the operating assets and development projects and checked for reasonableness by CBRE Cap, was utilized to calculate terminal value at stabilization in the final year of the analysis. Terminal capitalization rates varied by asset based on the specific geographic location and other relevant factors. 3

6 The following table summarizes the key assumptions that were employed by CBRE Cap in the discounted cash flow models to estimate the value of the Company s operating assets and development properties: TABLE OF MAJOR INPUTS Assumptions December 31, 2014 December 31, 2013 Discount rates (1) 10.5% 11.50% Terminal capitalization rates (2) 6.03% 6.32% Holding periods (2) 4 years 4 years (1) Represents the weighted average discount rates utilized in determining mid-point values. (2) Represents the weighted average terminal capitalization rates utilized in determining mid-point values. (3) A holding period of four years from the date of the acquisition of the property was assumed for valuation purposes of the operating assets and the development projects. In its 2014 Valuation Report, CBRE Cap included an estimate of the December 31, 2014 value of the Company s assets other than real estate and its liabilities other than mortgage debt, including cash and select other assets net of accounts payable, and other accrued expenses and other liabilities. Such values were estimated by the Company s Advisor and senior management using the most recently available internal balance sheet, adjusted for an estimate of activity through the Valuation Date. The 2014 Valuation Report contained analyses of indicative values, including a range for the Company s net asset value per share of $10.36 to $10.91 as of the Valuation Date, including deductions for subordinated incentive fees payable to the Company s Advisor in a hypothetical liquidation. Taking into consideration the reasonableness of the valuation methodologies, assumptions and conclusions contained in the 2014 Valuation Report, the Board determined the Company s net asset value to be approximately $239.4 million, after subordinated incentive fees payable to the Company s Advisor in a hypothetical liquidation, or $10.63 per share, based on a share count of approximately 22.5 million shares issued and outstanding as of the Valuation Date, such values falling within the range of values contained in the 2014 Valuation Report. In determining $10.63 as the estimated net asset value per share, the Board considered the estimated amount of subordinated incentive fees in a hypothetical liquidation of the Company at the low and high ends of this range of between $0.01 and $0.11 per share, respectively. As with any valuation methodology, the methodologies considered by the Valuation Committee and the Board, in reaching an estimate of the value of the Company s shares, are based upon all of the foregoing estimates, assumptions, judgments and opinions that may, or may not, prove to be correct. The use of different estimates, assumptions, judgments or opinions may have resulted in significantly different estimates of the value of the Company s shares. The following table summarizes the material components of the Company s estimated NAV and estimated NAV per share of common stock as of December 31, 2014 and December 31, 2013: Table of Value Estimates for Components of Net Asset Value (Approximate $ in 000 s, except per share value) 4 NAV as of 12/31/14 NAV Per Share As of NAV as of 12/31/13 NAV Per Share as of 12/31/14 12/31/13 Present value of equity in operating assets, development projects, and assets held for sale $199,439 $ 8.85 $ 121,241 $ 7.88 Cash and cash equivalents 46, , Other assets , Accounts payable and other accrued expenses (4,607) (0.20) (3,239) (0.21) Other liabilities (1,492) (0.07) (1,427) (0.09) Net asset value before incentive fees $240,832 $ $ 152,64 $ 9.92 Subordinated incentive fees payable to the Advisor (1) (1,393) (0.06) (261) (0.02) Net Asset Value $239,439 $ $ 152,384 $ 9.90 (1) Assumes a hypothetical liquidation event at this valuation date and for this valuation amount.

7 The aggregate estimated NAV of the Company s operating assets, development projects and assets held for sale exceeds the Company s aggregate amount of equity invested in such assets as of the Valuation Date. Additional Information Regarding the 2014 Valuation, Limitations of Estimated Share Value, and the Engagement of CBRE Cap Throughout the valuation process, the Valuation Committee, the Company s Advisor, senior members of management and CBRE Cap reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices. The 2014 Valuation Report was based upon market, economic, financial and other information, circumstances and conditions existing prior to the Valuation Date and any material change in such information, circumstances and/or conditions may have a material effect on the Company s estimated NAV per share. CBRE Cap s valuation materials were addressed solely to the Company to assist the Board and the Valuation Committee in establishing an estimated NAV for the Company s common stock. CBRE Cap s valuation materials were not addressed to the public and should not be relied upon by any other person to establish an estimated value of the Company s common stock. The 2014 Valuation Report does not constitute a recommendation by CBRE Cap to purchase or sell any shares of the Company s common stock. CBRE Cap is not responsible for the Board s determination of the 2013 Year End NAV, the 2014 NAV per share, or any other estimated NAV per share of the Company s common stock; and CBRE Cap did not participate in any determination of the offering price in the Company s public offerings. While CBRE Cap reviewed for reasonableness the information supplied or otherwise made available to it by the Company or the Company s Advisor, CBRE Cap assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and did not undertake any duty or responsibility to verify independently any of such information. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with CBRE Cap, CBRE Cap assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and relied upon the Company to advise CBRE Cap promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. In preparing its valuation materials, CBRE Cap did not, and it was not requested to, solicit third party indications of interest for the Company in connection with possible purchases of the Company s securities or the acquisition of all or any part of the Company. In performing its analyses, CBRE Cap made numerous assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions, current and future rental market for the Company s operating properties and those in development and other matters, many of which are necessarily subject to change and beyond the control of CBRE Cap and the Company. The analyses performed by CBRE Cap are not necessarily indicative of actual values, trading values or actual future results of the Company s common stock that might be achieved, all of which may be significantly more or less favorable than suggested by the 2014 Valuation Report. The analyses do not purport to reflect the prices at which the properties may actually be sold, and such estimates are inherently subject to uncertainty. The actual value of the Company s common stock may vary significantly depending on numerous factors that generally impact the price of securities, the financial condition of the Company and the state of the real estate industry more generally. Accordingly, with respect to the estimated net asset value per share of the Company s common stock, neither the Company nor CBRE Cap can give any assurance that: a stockholder would be able to resell his or her shares at this estimated value; a stockholder would ultimately realize distributions per share equal to the Company s estimated net asset value per share upon liquidation of the Company s assets and settlement of the Company s liabilities or a sale of the Company; the Company s shares would trade at a price equal to or greater than the estimated net asset value per share if the Company listed them on a national securities exchange; or the methodology used to estimate the Company s net asset value per share would be acceptable to FINRA or under ERISA for compliance with its reporting requirements. 5

8 The estimated 2014 NAV per share was determined by the Board as of a date certain, December 31, The value of the Company s shares, however, will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets. CBRE Group, Inc. ( CBRE ) is a Fortune 500 and S&P 500 company headquartered in Los Angeles, California and one of the world s largest commercial real estate services and investment firms. CBRE Cap, a FINRA registered broker-dealer and a subsidiary of CBRE, is an investment banking firm that specializes in providing real estate financial services. CBRE Cap and affiliates possess substantial experience in the valuation of assets similar to those owned by the Company and regularly undertake the valuation of securities in connection with public offerings, private placements, business combinations and similar transactions. For the preparation of the 2014 Valuation Report, the Company paid CBRE Cap a customary fee for services of this nature, no part of which was contingent relating to the provision of services or specific findings. Other than a valuation report as of June 30, 2013, the 2013 Year End Valuation Report, and the 2014 Valuation Report, the Company has not engaged CBRE Cap for any other services during the past two years, however, the Company engaged an affiliate of CBRE to assist the Company with the sale of the Gwinnett Center and the sale of the Long Point Property. In addition, during the past two years, certain of the Company s affiliates engaged affiliates of CBRE primarily for various real estate-related services, and the Company anticipates that affiliates of CBRE will continue to provide similar real estate-related services in the future. In addition, certain affiliates of the Company s Advisor have engaged or expect to engage CBRE Cap to serve as their third party valuation advisor, and the Company may in its discretion engage CBRE Cap to assist the Board in future determinations of the Company s estimated net asset value. The Company is not affiliated with CBRE, CBRE Cap or any of their affiliates. While the Company and affiliates of the Advisor have engaged and may engage CBRE Cap or its affiliates in the future for valuations and commercial real estate-related services of various kinds, the Company believes that there are no material conflicts of interest with respect to the Company s engagement of CBRE Cap. Communications with Stockholders A copy of the form of correspondence to be furnished to the Company s stockholders regarding the sale of the Long Point Property, the Valuation and the Company s estimated 2014 NAV per share is filed with this Current Report as Exhibit 99.5 and is incorporated herein by reference. Item 9.01 (b) Financial Statements and Exhibits. Pro forma financial information. The below unaudited pro forma condensed consolidated balance sheet of the Company at September 30, 2014 illustrates the estimated effect of the sale of the Long Point Property described in Item 2.01, above, as if the sale had occurred on such date. The below unaudited pro forma condensed consolidated statements of operations for the 9 months ended September 30, 2014 and for the years ended December 31, 2013, 2012, and 2011 (the Pro Forma Periods ) and include certain pro forma adjustments to illustrate the estimated effect of the sale of the Long Point Property, as if such sale had occurred on the first day of each of the Pro Forma Periods. The unaudited pro forma condensed consolidated balance sheet and statements of operations are presented for informational purposes only, and do not purport to be indicative of the Company s financial results as if the transactions reflected herein had occurred on the date or been in effect during the Pro Forma Periods. Further, the unaudited pro forma condensed consolidated balance sheet and statements of operations should not be viewed as indicative of the Company s financial results in the future, and they should be read in conjunction with the Company s financial statements as filed with the Commission on Form 10-Q for the 9 months ended September 30, 2014 and on Form 10-K for the years ended December 31, 2013, 2012, and

9 (d) Exhibits Purchase and Sale Agreement dated effective November 25, 2014, as amended and assigned to Windward Long Point Apartments, LLC Correspondence dated January 20, 2015 to Financial Advisors and Broker-Dealers regarding the Valuation Presentation relating to the Valuation webinar to take place on January 23, Script relating to the Valuation webinar to take place on January 23, Form of Letter to the Company s Stockholders. 7

10 Caution Concerning Forward-Looking Statements Statements in this Current Report on Form 8-K that are not statements of historical fact, including statements about the purported value of the Company s common stock, constitute forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of The Company intends that such forward-looking statements be subject to the safe harbors created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company s business and its performance, statements of future economic performance, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should and could, and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share value of the Company s common stock, and other matters. The Company s forward-looking statements are not guarantees of future performance. While the Company s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company s forward-looking statements are based on management s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company s inability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. For further information regarding risks and uncertainties associated with the Company s business, and important factors that could cause the Company s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Management s Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of the Company s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company s quarterly reports on Form 10-Q, and the Company s annual report on Form 10-K, copies of which may be obtained from the Company s website at All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made; the Company undertakes no obligation to, and expressly disclaims any obligation to, update or revise its forward-looking statements to reflect new information, changed assumptions, the occurrence of subsequent events, or changes to future operating results over time unless otherwise required by law. 8

11 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. Dated: January 20, 2015 CNL GROWTH PROPERTIES, INC. a Maryland corporation By: /s/ Scott C. Hall Scott C. Hall Senior Vice President of Operations

12 The abbreviation VIEs above means Variable Interest Entities. CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2014 ASSETS Historical September 30, 2014 See accompanying notes to unaudited pro forma condensed consolidated financial statements. Long Point Property Sold Pro Forma Adjustments Pro Forma September 30, 2014 Real estate assets, net: Operating real estate assets, net (including VIEs $143,220,906) $ 172,501,691 $ $ 172,501,691 Construction in process, including land (including VIEs $164,613,034) 172,245, ,245,876 Total real estate assets, net 344,747, ,747,567 Real estate held for sale (including VIEs $26,080,844) 26,999,402 (26,999,402) (a) Cash and cash equivalents (including VIEs $6,794,237) 60,202,389 54,434,755 (a) (28,722,808) (b) 85,914,336 Restricted cash (including VIEs $2,163,230) 2,583,886 2,583,886 Loan costs, net (including VIEs $2,703,514) 3,555,935 (535,118) (b) 3,020,817 Other assets (including VIEs $740,644) 1,064,848 (37,701) (b) 1,027,147 Total Assets $ 439,154,027 $ (1,860,274) $ 437,293,753 LIABILITIES AND EQUITY Liabilities: Mortgages and construction notes payable (including VIEs $185,323,308) $ 213,538,309 $ (28,381,502) (b) $ 185,156,807 Accrued development costs (including VIEs $25,616,637) 25,616,637 25,616,637 Due to related parties 1,512,835 1,512,835 Accounts payable and other accrued expenses (including VIEs $2,161,138) 2,832,419 (58,821) (b) 2,773,598 Other liabilities (including VIEs $1,928,932) 2,004,122 2,004,122 Total Liabilities 245,504,322 (28,440,323) 217,063,999 Commitments and contingencies Equity: Stockholders equity: Preferred stock, $.01 par value per share, authorized and unissued 200,000,000 shares Common stock, $0.01 par value per share, 1,120,000,000 shares authorized; 22,702,363 shares issued and 22,526,171 outstanding 225, ,262 Capital in excess of par value 170,792, ,792,081 Accumulated earnings (deficit) (11,016,935) 27,435,353 (a) (855,304) (b) 15,563,114 Total Stockholders Equity 160,000,408 26,580, ,580,457 Noncontrolling interest 33,649,297 33,649,297 Total Equity 193,649,705 26,580, ,229,754 Total Liabilities and Equity $ 439,154,027 $ (1,860,274) $ 437,293,753

13 CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 Long Point Historical Property Sold Pro Forma September 30, Pro Forma September 30, 2014 Adjustments (a) 2014 Revenues: Rental income from operating leases $ 9,835,861 $ $ 9,835,861 Total revenues 9,835,861 9,835,861 Expenses: Property operating expenses 5,775,807 5,775,807 General and administrative 2,146,571 2,146,571 Asset management fees, net of amounts capitalized 705, ,170 Property management fees 502, ,195 Acquisition fees and expenses, net of amounts capitalized 44,926 44,926 Depreciation 3,823,742 3,823,742 Total expenses 12,998,411 12,998,411 Operating loss (3,162,550) (3,162,550) Other income (expense): Interest and other income 25,383 25,383 Interest expense and loan cost amortization, net of amounts capitalized (789,870) (789,870) Total other income (expense) (764,487) (764,487) Loss from continuing operations (3,927,037) (3,927,037) Net loss from continuing operations attributable to noncontrolling interests (733,874) (733,874) Net loss from continuing operations attributable to common stockholders $ (3,193,163) $ $ (3,193,163) Net loss per share of common stock (basic and diluted) from continuing operations $ (0.16) $ (0.16) Weighted average number of shares of common stock outstanding (basic and diluted) 20,969,311 20,969,311 See accompanying notes to unaudited pro forma condensed consolidated financial statements.

14 CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2013 Long Point Historical Property Sold Pro Forma December 31, Pro Forma December 31, 2013 Adjustments (a) 2013 Revenues: Rental income from operating leases $ 7,979,299 $ (4,437,073) $ 3,542,226 Total revenues 7,979,299 (4,437,073) 3,542,226 Expenses: Property operating expenses 4,518,189 (1,859,415) 2,658,774 General and administrative 2,095,097 (6,953) 2,088,144 Asset management fees, net of amounts capitalized 563,326 (240,371) (b) 322,955 Property management fees 403,778 (128,071) 275,707 Acquisition fees and expenses, net of amounts capitalized 47,103 47,103 Depreciation 3,170,990 (1,131,022) 2,039,968 Total expenses 10,798,483 (3,365,832) 7,432,651 Operating loss (2,819,184) (1,071,241) (3,890,425) Other income (expense): Interest and other income 25,514 (65,519) (c) (40,005) Interest expense and loan cost amortization, net of amounts capitalized (1,066,435) 512,249 (c) (554,186) Total other income (expense) (1,040,921) 446,730 (594,191) Loss from continuing operations (3,860,105) (624,511) (4,484,616) Net loss from continuing operations attributable to noncontrolling interests (616,013) 29,358 (645,371) Net loss from continuing attributable to common stockholders $ (3,244,092) $ (595,153) $ (3,839,245) Net loss per share of common stock (basic and diluted) from continuing operations $ (0.29) $ (0.34) Weighted average number of shares of common stock outstanding (basic and diluted) 11,387,852 11,387,852 See accompanying notes to unaudited pro forma condensed consolidated financial statements.

15 CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012 Historical December 31, See accompanying notes to unaudited pro forma condensed consolidated financial statements. Long Point Property Sold Pro Forma Adjustments (a) Pro Forma December 31, Revenues: Rental income from operating leases $ 1,386,226 $ (1,380,766) $ 5,460 Total revenues 1,386,226 (1,380,766) 5,460 Expenses: Property operating expenses 886,573 (761,809) 124,764 General and administrative 1,743,619 (6,389) 1,737,230 Asset management fees, net of amounts capitalized 105,820 (101,598) (b) 4,222 Property management fees 98,450 (69,818) 28,632 Acquisition fees and expenses, net of amounts capitalized 75,260 75,260 Depreciation 472,616 (472,616) Total expenses 3,382,338 (1,412,230) 1,970,108 Operating loss (1,996,112) 31,464 (1,964,648) Other income (expense): Interest and other income Interest expense and loan cost amortization, net of amounts capitalized Total other income (expense) Loss from continuing operations (1,995,183) 31,464 (1,963,719) Net loss from continuing operations attributable to noncontrolling interests (12,535) (3,037) (9,498) Net loss from continuing operations attributable to common stockholders $(1,982,648 ) $ 28,427 $(1,954,221 ) Net loss per share of common stock (basic and diluted) from continuing operations $ (0.27) $ (0.26) Weighted average number of shares of common stock outstanding (basic and diluted) 7,400,590 7,400,590

16 CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011 Long Point Historical Property Sold Pro Forma December 31, Pro Forma December 31, 2011 Adjustments 2011 Expenses: General and administrative $ 1,336,383 $ $ 1,336,383 Acquisition fees and expenses, net of amounts capitalized 27,493 27,493 Total expenses 1,363,876 1,363,876 Operating loss (1,363,876) (1,363,876) Other income: Interest and other income Total other income (expense) Loss from continuing operations (1,363,561) (1,363,561) Net loss from continuing operations including noncontrolling interests Net loss from continuing operations attributable to common stockholders $ (1,363,561) $ $(1,363,561 ) Net loss per share of common stock (basic and diluted) from continuing operations $ (0.30) $ (0.30) Weighted average number of shares of common stock outstanding (basic and diluted) 4,577,645 4,577,645 See accompanying notes to unaudited pro forma condensed consolidated financial statements.

17 1. Basis of Presentation CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the disposition of the Long Point Property described in Note 2. Pro Forma Transaction had occurred as of September 30, The accompanying unaudited pro forma condensed consolidated statements of operations of the Company are presented for the nine months ended September 30, 2014 and for the years ended December 31, 2013, 2012 and 2011 (the Pro Forma Periods ), and include certain pro forma adjustments to illustrate the estimated effect of the Company s disposition, described in Note 2. Pro Forma Transaction, as if they had occurred as of the first day of the first period presented. The amounts included in the historical columns represent the Company s historical balance sheet and operating results for the respective Pro Forma Periods presented. The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States ( GAAP ). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction, as if management s actions were carried out in previous reporting periods. This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company s financial results or financial position as if the transactions reflected herein had occurred, or been in effect during the Pro Forma Periods. In addition, this unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Company s expected financial results for future periods. 2. Pro Forma Transaction On November 25, 2014, the Company entered into a purchase and sale agreement with Sentinel Acquisitions Corporation, an unaffiliated third party, for the sale of the Company s Long Point Property. The purchase price for the Long Point Property is $55.5 million excluding transaction costs. The purchase and sale agreement provides for the consummation of the sale on January 15, On January 15, 2015, the Company completed the sale of the Long Point Property. 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet The adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet represent adjustments needed to the Company s historical balance sheet as if the disposition of the Long Point Property occurred as of September 30, (a) These adjustments reflect the net sales proceeds received from the sale of the Long Point Property and the elimination of the related account balances as if the sale was consummated as of September 30, Accumulated deficit has been increased to reflect the receipt of net cash proceeds and removal of assets and liabilities related to the sale, as follows: Sale Price $ 55,500,000 Closing and transaction costs (1,065,245) Net sales proceeds 54,434,755 Net book value of the Long Point Property sold (26,999,402) Gain on sale $ 27,435,353

18 (b) These adjustments reflect the use of a portion of the net cash proceeds received from the sale of the Long Point Property to pay down existing indebtedness, including related prepayment fee, accrued interest, and to eliminate loan costs and other assets related to the existing indebtedness. 4. Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Operations The adjustments to the unaudited pro forma condensed consolidated statement of operations represent adjustments needed to the Company s historical results to remove the historical operating results of the Long Point Property as if the property had been sold prior to January 1, (a) (b) (c) Except as described in (b) and (c) below, these amounts represent the elimination of the operations on the Long Point Property from the historical amounts for the nine months ended September 30, 2014 and for the years ended December 31, 2013, 2012 and 2011, to give effect to the sale of the Long Point Property as if the sale occurred on the first day of the first Pro Forma Period Presented. The Long Point Property was classified as held for sale in September 2014, as a result, the operations of these properties were included as part of income or loss from discontinued operations for the nine months ended September 30, 2014 and are not shown in the accompanying unaudited pro forma condensed consolidated statement of operations. The land was acquired in 2011, however, operations commenced in Therefore, there are no operations that require a pro forma adjustment for the year ended December 31, Amount includes the elimination of asset management fee expenses, calculated at % monthly on the invested assets value of the Long Point Property for the nine months ended September 30, 2014 and for the years ended December 31, 2013, 2012 and These fees were historically paid by the Company to its advisor and would not have been incurred subsequent to the disposition of these assets. Represents the elimination of interest expense, loan cost amortization and the change in the fair market value of the interest rate cap to reflect the use of net cash proceeds from the sale of the Long Point Property to retire indebtedness that was collateralized the Long Point Property as if it occurred on the first day of the first Pro Forma Period presented.

19 Exhibit 99.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this Agreement ) is made and entered into as of the Effective Date (hereafter defined), by and between SENTINEL ACQUISITIONS CORPORATION, a Delaware corporation ( Purchaser ), and GR-105 LONG POINT VENTURE, LLC, a Delaware limited liability company ( Seller ). 1. SALE OF PROPERTY 1.1 Upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, that certain apartment complex located in Mt. Pleasant, South Carolina, and containing, in the aggregate, 258 units and related improvements, and commonly known as Woodfield Long Point Apartments having a principal address of 335 Stonewall Court, Mt. Pleasant, SC 29464, being all of Seller s right, title and interest in all of the following described property (collectively, the Property ): (a) The real property located in Mt. Pleasant, South Carolina, and being more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all rights, privileges, and appurtenances pertaining to such real estate, including, without limitation, any and all rights of Seller, if any, in and to adjacent roads, alleys, easements, streets, rights-of-way, and any adjacent strips or gores or real estate and any oil and gas or other mineral or water rights in, on or under the Property (collectively, the Land ); (b) All improvements, structures and fixtures placed, constructed or installed on the Land (collectively, the Improvements ); (c) All (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, to the extent owned by Seller, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or attached to or located upon the Improvements, (iii) appliances owned by Seller; and (iv) maintenance equipment, supplies and tools owned by Seller and used in connection with the Improvements (collectively, the Personal Property ); (d) Seller s interest in leases, lease commitments and all other rental agreements (collectively, the Leases ) with tenants occupying space situated in the Improvements or otherwise having rights with regard to use of the Land or the Improvements, and all security deposits or like payments, if any, paid by existing tenants of the Property to or on behalf of Seller except to the extent forfeited by such tenants (subject to the terms and conditions of this Agreement) or returned to such tenants under the terms of their leases; (e) To the extent assignable, Seller s interest in all (i) brokerage or tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and pest control contracts (including but not limited to janitorial and landscaping agreements), (iv) security system agreements, and (v) all other contracts pursuant to which services (other than property - 1 -

20 management services) or goods are provided to the Property or which would otherwise bind the owner of the Property (collectively, the Service Contracts ), except to the extent excluded under the terms of this Agreement; (f) Seller s interest in all furniture, fixture and equipment leases, if any, to the extent the same are assignable by Seller (the Personalty Leases ) except to the extent excluded under the terms of this Agreement; and (g) Seller s interest, if any, in all Related Assets in connection with any of the Land, Improvements, Personal Property, Leases, Service Contracts, or Personalty Leases (which such conveyance of Related Assets shall be without any representation or warranty related thereto). The words Related Assets shall mean the following, provided that the same are located on or appurtenant to the Property and, to the extent applicable, are in Seller s possession or control: (i) to the extent transferable, all wastewater and other utility rights applicable to the Property, (ii) to the extent transferable, all certificate(s) of occupancy, building, equipment or other permits, consents, authorizations, variances, waivers, licenses, utility agreements, entitlements, certificates, development rights and approvals from any governmental authority with respect of the Property, (iii) to the extent transferable and in Seller s possession or control, any warranties, guaranties, indemnities, claims, representations or guaranties relating to the ownership, development, use and operation of the Property or the said Personal Property and effective as of Closing, (iv) to the extent transferable, any trademarks, service marks, logos, the trade name Long Point Apartments (it being understood that the name Woodfield is not being transferred), telephone numbers, marketing, advertising, promotional material, photographs and similar digital content, and other intangible rights of Seller relating solely to the ownership, development, use and operation of the Property, (v) telephone exchanges, telephone equipment and transmission lines, any URL or domain names for the Property, including the website located at said domain name to the extent transferable, and (vi) the books and records of the Property which do not contain attorney/client-privileged information of the Seller, and the plans, drawings, specifications, surveys, engineering reports, and other technical information related to the Land and Improvements, to the extent transferable. 2. PURCHASE PRICE 2.1 The purchase price (the Purchase Price ) for the Property shall be FIFTY-FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($55,500,000.00), payable to the Seller as follows: (a) Within one (1) business day of the Effective Date, Purchaser shall deliver to the office of Fidelity National Title Insurance Company ( Escrow Agent ) in New York, New York, the sum of Five Hundred Fifty Thousand and no/100 Dollars ($550,000.00) in immediately available funds (together with any interest earned thereon and, once made, the Additional Deposit described below with any interest earned thereon, the Deposit ). If Purchaser does not terminate this Agreement on or before the end of the Inspection Period (hereafter defined), which termination shall be in Purchaser s sole discretion, for any reason or no reason, then no later than January 5, 2015, Purchaser shall deliver to the Escrow Agent the sum of One Million Four Hundred Fifty Thousand and No/100 Dollars ($1,450,000.00) in immediately available funds (together with any - 2 -

21 interest earned thereon, the Additional Deposit ). Purchaser s failure to deliver the Additional Deposit as required by the immediately preceding sentence shall be a default by Purchaser under this Agreement. Upon the consummation of the purchase and sale contemplated by this Agreement (the Closing ), the Deposit shall be delivered to Seller and credited against the Purchase Price. (b) Upon Closing, the balance of the Purchase Price after apportionments as provided by this Agreement shall be paid to Seller by Purchaser (through the Escrow Agent) via federal wire transfer of immediately available funds. (c) As used herein, Effective Date shall mean the date on which (i) this Agreement is fully executed by Seller and Purchaser, and original, executed copies of the Agreement have been delivered to the Escrow Agent by such parties, (ii) such signed Agreement has been counter-signed by Escrow Agent and (iii) all parties hereto have received copies of such final and fully executed Agreement (which such date shall be the date indicated on the signature page of the Escrow Agent hereto). 3. SURVEY, TITLE COMMITMENT AND INSPECTIONS 3.1 Purchaser and its agents and contractors may, during the period beginning on the Effective Date and continuing until 5 p.m. Eastern time on December 30, 2014 (such period, the Inspection Period ) and thereafter through the day of Closing, enter upon the Property to conduct all inspections and investigations of the condition and all other aspects of the Property that it may deem necessary or desirable in its sole discretion, and to review (and Seller shall provide access to) all Leases, warranties, guaranties, service agreements, maintenance records, and utility invoices and other books, files and records as to the Property that are in Seller s possession or control and which do not contain attorney/client-privileged information of the Seller. As of the Effective Date, Seller shall make available to Purchaser all such items described in the previous sentence (to the extent they are in Seller s possession) (collectively, the Seller s Materials ). Additionally, as of the Effective Date, Seller shall deliver to Purchaser electronically the items set forth on Exhibit B attached hereto ( Seller s Deliverables ). Notwithstanding anything in this Agreement to the contrary, Purchaser shall not make any soil borings in the Property, or conduct any other invasive testing, sampling, or investigation at the Property without having received the written consent of Seller, which such consent may be withheld in Seller s sole discretion. In all cases, Purchaser shall provide Seller notice of its intent to access the Property at least two days prior to its entry (or its agents or contractors entry) thereon, and shall not in any case be permitted to inspect occupied units unless accompanied by a representative of Seller or its property management company (provided Seller shall make such a representative available reasonably promptly upon request by Purchaser for such access). Purchaser hereby covenants and agrees to promptly restore the Property to its original condition following any activity of Purchaser thereon, and to indemnify and hold harmless Seller from any and all loss, liability, costs, claims, demands, damages, causes of action and suits arising out of the exercise by Purchaser of Purchaser s rights under this Section 3.1. Purchaser shall conduct all tests, investigations and studies of the Property in a manner which does not unreasonably interfere with any residential tenant s quiet enjoyment of the Property, and shall not permit - 3 -

22 any liens to attach to the Property in connection with its exercise of its rights under this Section 3.1 or any other activity it conducts on the Property prior to Closing. Prior to its entry on the Property, Purchaser shall provide evidence reasonably satisfactory to Seller of Purchaser s maintenance of: (i) Commercial General Liability insurance ( CGL Insurance ) with limits of liability not less than $5,000,000 per occurrence with a general aggregate of not less than $5,000,000, and (ii) Umbrella Liability insurance ( Umbrella Liability Insurance ) with limits of liability not less than $25,000,000 per occurrence that applies on a following form basis. With respect to CGL Insurance and Umbrella Liability Insurance, Seller shall be named as an additional insured. In addition, the CGL Insurance and the Umbrella Liability Insurance: (a) must be endorsed to be primary and non-contributory, rather than excess, with respect to Seller s additional insured status; (b) endorsed to provide cross-liability coverage if they do not contain a standard ISO separation of insureds provision; (c) shall not contain any endorsement or provision that states the limits of the policy will not stack, pyramid, or be addition to any other limits provided by that insurer, and (d) have no cross suits exclusion, or any similar exclusion that excludes coverage for claims brought by an additional insured under the policy against another insured under the policy. 3.2 Seller has delivered, or shall deliver to Purchaser s counsel within one (1) business day of the Effective Date, a copy of the most recent owner s title insurance policy for the Property (which may have the amount of the policy redacted) and a copy of Seller s most recent as-built survey of the Property which is dated March 11, During the Inspection Period, but no later than December 16, 2014, Purchaser shall obtain, at Purchaser s expense, a current commitment for title insurance (the Title Commitment ) and an update to Seller s most recent as-built survey of the Property (such update, the Survey ). On or prior to December 16, 2014 ( Objection Deadline ), Purchaser, in Purchaser s sole and absolute discretion, shall notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment and the Survey. In the event Purchaser notifies Seller of objections to title or survey prior to the Objection Deadline, Seller will have the right, but not the obligation (other than with respect to Must Cure Items as defined hereinbelow), to cure such objections. Within five (5) days after receipt of Purchaser s notice of objections, Seller will notify Purchaser in writing if Seller elects to attempt to cure such objections to the sole satisfaction of Purchaser, and if so, which objections Seller elects to cure ( Seller s Cure Notice ). If Seller provides no Seller s Cure Notice, Seller shall be deemed to have elected not to cure such objections, other than Must Cure Items. If Seller elects in its Seller s Cure Notice to cure any such objections, Seller will have until three (3) days before the Closing Date to attempt to remove, satisfy or cure the same (provided that Monetary Liens, as hereafter defined, may be cured by Seller as of the Closing Date as set forth hereinbelow). If Seller elects not to cure (or is deemed to have elected not to cure) any such objections, Purchaser will have the option, to be exercised by written notice given to Seller on or before the last day of the Inspection Period, to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement will terminate and the Earnest Money will be promptly returned to Purchaser, and thereafter neither party hereto will have any further rights, obligations or liabilities hereunder, except with respect to the rights, obligations, and liabilities described in Article 3 and Section 9.1 that expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement as hereinabove set forth in connection with Seller s election (or deemed election) not to cure title objections, then Purchaser shall be deemed to have elected - 4 -

23 to accept a conveyance of the Property subject to the exceptions which will not be addressed, specifically including any matter objected to by Purchaser (other than Must Cure Items) that Seller is unwilling or unable to cure (and with respect to which Purchaser shall be deemed to have waived its objection). If Seller, after having elected to cure any objection identified by Purchaser prior to the Objection Deadline, cannot or does not cure such matter on or before the date that is three (3) days prior to the Closing Date (other than Monetary Liens (as hereafter defined), which may be cured concurrently with Closing), Purchaser may terminate this Agreement by sending written notice of such termination to Seller no later than the date that is two (2) days prior to the Closing Date, and pursue any other right pursuant to Section 10.1 below. Seller must satisfy all Monetary Liens in full, at Seller s sole cost and expense, at or prior to the Closing; in the event Seller fails to do so, Purchaser may, at its option, elect either: (a) to close the transaction as otherwise contemplated hereby, and satisfy any such Monetary Lien itself at Closing, in which event the Purchase Price shall be reduced by the amount of money so expended by Purchaser, or (b) terminate this Agreement by sending written notice to Seller, and upon delivery of such notice of termination, pursue any other Purchaser s rights pursuant to Section 10.1 below. Upon Purchaser s election to terminate this Agreement in accordance with the terms of this Section 3.2, the Earnest Money will be promptly returned to Purchaser, and thereafter neither party hereto will have any further rights, obligations or liabilities hereunder, except with respect to the rights, obligations, and liabilities that expressly survive the termination of this Agreement. As used herein, a Must Cure Item is (i) any matter first affecting title to the Property after the Effective Date as a result of Seller s willful action (which such action or matter has not been previously approved or consented to by Purchaser in writing), or (ii) a Monetary Lien. As used herein, a Monetary Lien is a lien, claim or encumbrance that evidences or secures a fixed monetary amount other than ad valorem real property taxes (excluding any such liens or encumbrances arising as a result of Purchaser s activity on or with respect to the Property, which such liens shall be removed promptly by Purchaser following the notice of imposition thereof). If Purchaser shall obtain any revision or update to the Title Commitment or Survey, and such revision or update shall disclose any exception, defect, objection, matter or state of facts not initially shown on the Title Commitment or Survey, Purchaser shall have the right to provide written notice of objection thereto (an Updated Objection Notice ) to Seller within five (5) days following Purchaser s becoming aware thereof. Within five (5) days following Seller s receipt of such Updated Objection Notice, Seller shall notify Purchaser in writing if Seller elects to attempt to cure such objections (provided that in all events, Seller shall be obligated to cure Must Cure Items as set forth hereinabove), and Purchaser shall have the same rights and remedies in connection with Seller s cure or non-cure of such matters as are hereinabove described in connection with title and survey matters identified on or before the Objection Deadline (provided that, notwithstanding the foregoing, if Seller elects not to cure (or is deemed to have elected not to cure, by its failure to provide a Seller s Cure Notice) any Purchaser objection identified in an Updated Objection Notice, Purchaser must exercise its option to terminate this Agreement no later than two (2) business days following Purchaser s receipt of such response (or deemed response) from Seller. To the extent Purchaser fails to provide an Updated Objection Notice with respect to any new exception, defect, objection, matter or state of facts not initially shown on the Title Commitment or Survey within five (5) days of becoming aware thereof, Purchaser shall be deemed to have waived its objection thereto. Closing shall be extended on a day-for-day basis if required in order to permit the parties to exercise their rights described in this paragraph

24 Any matter contained in the Title Commitment or shown on the Survey, or any revision or update thereto, to which Purchaser does not object during the Inspection Period or to which Purchaser is deemed to have waived its objection pursuant to the terms hereof, will be deemed a Permitted Exception. 3.3 The cost of the inspections, tests, investigations and interviews undertaken by Purchaser pursuant to the terms of this Article 3 shall be borne solely by Purchaser and Purchaser shall indemnify and hold Seller harmless from and against any and all loss, costs and expense, including reasonable attorneys fees, for the costs of such inspections, tests and investigations and for damage to persons or property caused by Purchaser s inspection, testing and investigation of the Property. The right of access to the Property granted hereby shall in no way be construed as giving Purchaser possession of or any legal or equitable title to the Property prior to the Closing. 3.4 The indemnification obligations contained in this Article 3 shall survive the Closing or the earlier termination of this Agreement. 3.5 On or before the last day of the Inspection Period, Purchaser will advise Seller in writing of which Service Contracts or Personalty Leases, if any, it wishes Seller to terminate and, to the extent such Service Contracts or Personalty Leases can be terminated without payment or penalty by Seller, Seller shall deliver notice of termination pursuant to the terms of such Service Contracts or Personalty Leases no later than three (3) business days after the last day of the Inspection Period. Purchaser shall assume the obligations of Seller under any Service Contracts and Personalty Leases not terminated in accordance with the terms hereof, including any Service Contracts or Personalty Leases terminable only upon payment of a penalty. If any Service Contract or Personalty Lease which Purchaser has designated for termination is not immediately terminable as of Closing (by delivery of a notice of termination by Seller no later than three (3) business days after the last day of the Inspection Period), Purchaser shall assume all obligations of Seller thereunder for the period of time between the Closing Date and the date on which such Service Contract or Personalty Lease terminates following Seller s termination notice. Notwithstanding the foregoing, Seller covenants and agrees that effective as of (or prior to) the Closing Date, it shall terminate any property management agreement and any brokerage or listing agreement then in effect with respect to the Property, and shall bear all costs with respect thereto (which shall not be subject to the cap of liability provided in Section 10.1) which obligation shall survive the Closing. 3.6 If for any reason or no reason, Purchaser, in its sole discretion, is not satisfied with the Property or otherwise decides not to proceed with the transactions contemplated by this Agreement for any reason, or no reason, in Purchaser s sole discretion, then Purchaser may terminate this Agreement by notice to Seller at any time prior to expiration of the Inspection Period, and Escrow Agent, upon receipt of such notice, shall immediately refund the Deposit to Purchaser. If Purchaser fails to notify Seller in writing prior to the expiration of the Inspection Period that Purchaser waives its termination right pursuant to this Section - 6 -

25 3.6, Purchaser shall be deemed to have terminated this Agreement under this Section 3.6 as if Purchaser shall have delivered a notice of termination prior to the expiration of the Inspection Period as aforesaid, and the Deposit shall immediately be delivered to Purchaser. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1 Subject to Section 4.5 below, Seller represents and warrants to Purchaser as follows (which representations and warranties shall be true and correct as of the date hereof and shall be certified as true and correct in all material respects as of the Closing Date, subject to updates to the Rent Roll; other changes expressly consented to by the Purchaser in writing, deemed consented to by the Purchaser pursuant to the express terms of this Agreement, or otherwise permitted under the express terms of this Agreement; or other changes which, in the aggregate with all other updates or changes previously referenced herein, do not have a materially adverse effect on the Property): (a) Seller is a limited liability company duly organized and legally existing under the laws of the State of Delaware; is duly qualified to do business in the State of South Carolina; has duly and validly authorized and executed this Agreement, and has full right, title, power and authority to enter into this Agreement and to carry out all of its terms, none of which will result in any breach or constitute default under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound; (b) Seller has no knowledge of, and has received no written notice of, any existing, pending or threatened litigation actions, or claims, with respect to any aspect of the Property including, without limitation, condemnation or similar proceedings, other than evictions of residential tenants in the ordinary course of Seller s business, and that certain unfiled action (the October 2014 Action ) described in the letter dated October 3, 2014 addressed to Natasha Brehm, Caroline Blanding, and Woodfield Long Point from William Hammett, Esq. Seller shall make all details of the October 2014 Action available to Purchaser, and shall indemnify, defend, and hold harmless Purchaser from any losses, costs, claims, judgments, awards, expenses, reasonable attorneys fees, obligations, damages, and other liability accruing to the Purchaser from and after Closing and arising in connection with the October 2014 Action, and Seller s indemnification obligations hereunder shall survive Closing; (c) Seller has received no written notice of any violations of or non-compliance of the Property with any restrictive covenants or deed restrictions affecting the Property nor with any zoning, subdivision, watershed, building, health, traffic, flood control, fire safety or other applicable rules, regulations, ordinances and statutes of any local, state, or federal authorities or any other governmental entities having jurisdiction over the Property; (d) Seller has received no written notice of any unpaid charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use or operation of the Property prior to Closing which could give rise to any mechanic s or materialmen s or other statutory liens against any of the Property which will not be paid by or bonded over by Seller at Closing, or for which Purchaser will be responsible; - 7 -

26 (e) Seller is not a foreign person within the meaning of the Internal Revenue Code of 1986, as amended (hereinafter the Code ), Sections 1445 and 7701; (f) Exhibit C attached hereto is a complete list of all Service Contracts and Personalty Leases as of the Effective Date. The copies of all such Service Contracts and Personalty Leases delivered or to be delivered by Seller to Purchaser pursuant to this Agreement are true and complete in all material respects as of the date provided. To the Seller s knowledge, there are no events of default outstanding under any of the Service Contracts or Personalty Leases. (g) The rent roll (the Rent Roll ) attached hereto as Exhibit D is true and correct in all material respects as of the date set forth thereon. All tenants and occupants of the Property as of the date set forth on the Rent Roll, the space leased, the Lease expiration dates, the security deposits, and the rentals are identified on the Rent Roll. No tenant has been given free rent, any concession in the payment of rent or any abatement in the payment of rent, except as set forth in their respective Leases. Seller has paid all costs required to be paid as of the date hereof by the landlord to the tenants listed on the Rent Roll in connection with the leasing and preparation of space and has paid all obligations for brokerage commissions and finders fees incurred in entering into those Leases and, if any additional Leases are executed after the date of this Agreement and prior to Closing, Seller shall pay or provide for the payment of all such costs and commissions. The Leases to the tenants listed on the Rent Roll are in force; to the knowledge of Seller, any claims of Seller s default as landlord under any Lease by a tenant are contained in that tenant s lease file and, to the knowledge of Seller, no tenant is in default under its Lease, except as set forth on the Rent Roll. (h) Seller has not filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, or suffered the attachment or other judicial seizure of substantially all of its assets. (i) Seller has no employees (nor are there any employees of any of Seller s property manager or affiliates) to whom by virtue of such employment Purchaser will have any obligation after the Closing. (j) There are no rental restriction agreements, rent control agreements or any similar restriction, covenant or contract entered into or, to Seller s knowledge, assumed by Seller that restricts or controls rents that may be charged to residential tenants at the Property. (k) To Seller s knowledge, the Seller s Materials including, without limitation, the Seller s Deliverables, are true, correct, and complete as of the dates set forth therein or thereon (as applicable), and have not been intentionally altered, amended, redacted (except as expressly contemplated by the terms of this Agreement) or otherwise modified in anticipation of the sale of the Property or Purchaser s inspections pursuant to this Agreement. (l) Seller s current rental standards and its form lease are annexed hereto as Exhibit E. (m) Seller is the sole owner of all of the Property and has not assigned or otherwise transferred any rights with respect thereto other than as shown by utilities easements, access easements or licenses, and other similar documents, or any liens or encumbrances on the Property in favor of Seller s mortgage lender, all of which such documents are filed in the public records of Charleston County

27 (n) Seller and, to the Seller s knowledge, each person or entity owning a direct interest in Seller, is (a) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury ( OFAC ) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the List ), (b) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, and (c) not an Embargoed Person (as hereinafter defined). To Seller s knowledge, none of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person, and to Seller s knowledge, no Embargoed Person has any interest of any nature whatsoever in Seller (whether directly or indirectly). The term Embargoed Person means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder. If, after the date of this Agreement and on or prior to Closing, Seller first obtains knowledge or first receives notice of a fact, matter or circumstance, which fact, matter or circumstance causes any of Seller s representations or warranties made in this Section to be inaccurate in any material respect, Seller shall submit written notice thereof to Purchaser (a Disclosure Memorandum ) specifying in reasonable detail the fact, matter or circumstance causing such inaccuracy. Seller agrees to disclose any such inaccuracy in good faith as soon as possible and Seller shall not knowingly fail to promptly disclose to Purchaser any such inaccuracy. The term knowledge as used in this Section 4.1 with respect to Seller shall mean the actual, conscious awareness (as opposed to constructive, implied, or imputed knowledge), without duty of inquiry or investigation, of Michael L. Schwarz or Michael Tetrick. Seller represents and warrants to Purchaser that Michael L. Schwarz is involved in, or has regular access to information regarding, daily operations of the Property. Seller further covenants and agrees with Purchaser as follows: (i) Seller shall not enter into any Service Contracts or Personalty Leases which would continue for a period subsequent to the Closing Date without the prior written approval of Purchaser, such consent not to be unreasonably withheld, conditioned, or delayed prior to the end of the Inspection Period and such consent may be withheld in Purchaser s sole discretion following the end of the Inspection Period; (ii) Seller will lease all vacant apartment units in a manner consistent with its customary practices, in substantial compliance with the rental standards and form lease annexed hereto as Exhibit E, and with security deposits and at rental rates (and with such concessions) as Seller believes in good faith to be consistent with applicable market conditions; - 9 -

28 (iii) Seller shall neither transfer nor remove any Personal Property or fixtures from the Property subsequent to the date hereof, except for any of such Personal Property that may be used, consumed or replaced by Seller in the ordinary course of operation of the Property with materials of like kind and quality; (iv) Seller shall from the date hereof continue to maintain, operate and manage the Property in the same manner that it has heretofore maintained and operated the Property and all rental units shall be in rentable condition as of the Closing Date; provided however, Seller and Purchaser acknowledge that rental units which are vacated within five (5) business days prior to the Closing Date will be in varying conditions of make-ready for leasing, as is ordinary in Seller s course of business and Purchaser shall receive a credit of $500 per unit for any such units that are vacated five (5) or more business days prior to the Closing Date and which are not placed in rent ready condition as of the Closing Date. As used herein, rent ready condition shall mean all apartments are ready for occupancy and to the extent such units have been occupied and vacated prior to the Closing Date, such units shall have been thoroughly cleaned and recently painted, with any damage repaired and all appliances operable; (v) Seller will not use or occupy, or knowingly allow the use or occupancy of, the Property in any manner which violates any governmental requirements or which constitutes waste or a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. Seller will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property to use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other governmental requirements. Seller will not impose any restrictive covenants, liens or encumbrances on the Property or execute or file any subdivision plat affecting the Property nor permit such imposition, execution or filings by any other party unless expressly contemplated by this Agreement; (vi) Seller hereby agrees that from the date hereof until Closing it will maintain in force, fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on the Property in such amounts as is maintained by Seller on the date of this Agreement; (vii) Seller shall notify Purchaser of any pending or threatened litigation or governmental proceeding related to the Property or the Seller promptly after Seller has received written notice thereof; and (viii) Seller shall not apply any security deposits against rents unless the applicable tenants Lease shall have expired or been terminated and such tenants shall have fully vacated and surrendered their units. 4.2 Purchaser represents and warrants to Seller as follows (which representations and warranties shall be true and correct as of the date hereof and as of the Closing Date): (a) Purchaser has duly and validly authorized and executed this Agreement, and it has full right, title, power and authority to enter into this Agreement and to carry out all of its terms

29 (b) The execution and delivery by Purchaser and consummation of transactions provided for herein (i) will be pursuant to proper legal authority of Purchaser s entity as to the transactions provided for herein, (ii) will not violate the organizational documents of Purchaser, (iii) do not require any approval or consent of any trustee or holders of any of its debt, and (iv) do not contravene any existing governmental requirement applicable to or binding on Purchaser or any of its property (c) Purchaser and, to the Purchaser s knowledge, each person or entity owning a direct interest in Purchaser, is (a) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other List, (b) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, and (c) not an Embargoed Person (as hereinafter defined). To Purchaser s knowledge, none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person, and to Purchaser s knowledge, no Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly). 4.3 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, AND ALL OTHER EXPRESS WRITTEN TERMS AND CONDITIONS OF THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED AT CLOSING, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, OR CONCERNING THE SELLER S MATERIALS, SELLER S DELIVERABLES, THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, OF, AS TO, OR CONCERNING (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, BUT NOT BY WAY OF LIMITATION, THE ENVIRONMENTAL CONDITION THEREOF OR THE EXISTENCE OR NON-EXISTENCE OF HAZARDOUS MATERIALS THEREON, THE CONDITION OF ANY PHYSICAL STRUCTURES, AND THE WATER, SOIL, OR GEOLOGY AND THE SUITABILITY OF THE LAND AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (B) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; (C) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY; (D) THE ACREAGE CONTAINED WITHIN THE LAND; (E) THE ZONING OF THE PROPERTY; AND (F) THE RIGHT OF PURCHASER TO RELY ON THE SELLER S MATERIALS OR THE SELLER S DELIVERABLES. PURCHASER ACKNOWLEDGES AND REPRESENTS TO SELLER THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON THE SELLER S MATERIALS OR ANY OTHER INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER ALSO ACKNOWLEDGES THAT IT IS A FINANCIALLY SUBSTANTIAL AND SOPHISTICATED REAL ESTATE

30 INVESTOR. PURCHASER FURTHER ACKNOWLEDGES, SUBJECT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT, (I) THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND NOT NECESSARILY FROM SELLER; (II) SELLER HAS MADE NO INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (III) SELLER MAKES NO REPRESENTATIONS AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN AS IS, WHERE-IS BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN AND AS A CONDITION PRECEDENT TO SELLER S UNDERTAKINGS HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXPRESS TERMS AND CONDITIONS OF THE DOCUMENTS TO BE DELIVERED AT CLOSING, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. 5. CONDITIONS 5.1 The obligations of Purchaser to consummate the transaction contemplated hereby are subject to the following conditions which, if not fulfilled by Closing or as otherwise provided herein, shall entitle Purchaser, at its option, to terminate the Agreement and receive a refund of the Deposit: (a) The transactions contemplated under this Agreement to be effected on the Closing Date shall not be restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction and no proceeding shall have been instituted and be pending in which any creditor of Seller or any other person seeks to restrain such transactions or otherwise to attach any of the Property, provided that any such proceeding or action contemplated by this Section 5.1(a) shall not be brought by, through or under Purchaser; (b) Seller has timely complied with its obligations hereunder; (c) All warranties and representations made by Seller herein are and remain truthful in all material respects; and (d) At Closing, Purchaser s title company shall be committed, pursuant to the terms of the Title Commitment and subject to the payment of the required premium and satisfaction of all other requirements and conditions set forth in the Title Commitment, to issue an ALTA Owner s Policy of Title Insurance with liability in an amount equal to the Purchase Price showing the Property vested in Purchaser free and clear of any third party rights of possession, other than residential tenants pursuant to unrecorded leases, and other Permitted Exceptions

31 5.2 The obligations of Seller to consummate the transaction contemplated hereby are subject to the following conditions which, if not fulfilled by Closing or as otherwise provided herein, shall entitle Seller, at its option, to terminate the Agreement: (a) The transactions contemplated under this Agreement to be effected on the Closing Date shall not be restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction and no proceeding shall have been instituted and be pending in which any creditor of Seller or any other person seeks to restrain such transactions or otherwise to attach any of the Property, provided that any such proceeding or action contemplated by this Section 5.2(a) shall not be brought by, through or under Seller; (b) Purchaser has timely complied with its obligations hereunder; and (c) All warranties and representations made by Purchaser herein are and remain truthful in all material respects. If any of the conditions set forth above are not satisfied by the party from whom performance is required (the Non-Performing Party ), or if such performance is not waived by the other party (the Performing Party ) on or before the Closing Date, and such other party is not in breach of its obligations under this Agreement, then the Performing Party, at its option, may terminate this Agreement by giving written notice to the Non-Performing Party, whereupon the Escrow Agent shall immediately deliver the Earnest Money to Purchaser. However, nothing set forth in this Section 5.2 shall be construed, nor is anything herein intended, to limit rights and remedies of any party otherwise set forth in this Agreement in connection with the default of any party. 6. CLOSING 6.1 Closing shall occur on January 15, 2015 (such date, the Closing Date ). Closing shall be accomplished via escrow through the offices of the Escrow Agent, or at such other location as may be acceptable to Seller and Purchaser. (a) The Escrow Agent hereby agrees to perform the services of escrow agent for such Closing pursuant to Exhibit F and the other terms and conditions of this Agreement, and Seller and Purchaser agree to indemnify and hold the Escrow Agent harmless for any liability, costs and expenses, including reasonable attorneys fees, it may incur as a result of its service as escrow agent, other than such liability, costs and expenses arising directly or indirectly from the Escrow Agent s own negligence or willful misconduct. (b) At Closing, Seller shall deliver to Purchaser the items specified herein and the following documents and Instruments, duly executed and acknowledged: (i) A Special Warranty Deed dated as of the Closing Date, in the form of Exhibit G attached hereto, conveying fee simple title to the Land and the Improvements to Purchaser or its permitted assignee, subject to Permitted Exceptions, and a restriction prohibiting the conversion of the Improvements into for-sale

32 condominiums during the 10-year period following the Closing, together with a South Carolina withholding affidavit, and, if requested by Purchaser, a non-warranty deed conveying the Land to Purchaser pursuant to the legal description set forth in the Survey; (ii) A Bill of Sale and Assignment conveying and assigning to Purchaser or its permitted assignee the property described therein all free and clear of any liens or encumbrances except the Permitted Exceptions, in the form of Exhibit H attached hereto (the Bill of Sale ); (iii) Tenant notice letters, dated as of the Closing Date, containing Seller s authorization to the tenants of the Property for payment of rental directly to Purchaser or Purchaser s managing agent in the form of Exhibit I attached hereto; Date; (iv) An executed proration letter in the form of Exhibit J attached hereto; (v) The Indemnification Agreement (hereafter defined); (vi) A rent roll for the Property, certified by Seller to be true, complete and correct in all material respects as of no earlier than two (2) days before the Closing (vii) Evidence acceptable to the Escrow Agent, authorizing the consummation by Seller of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Seller; (viii) An executed certificate with respect to Seller s non-foreign status sufficient to comply with the requirements of Section 1445 of the Code, and all regulations applicable thereto; Purchaser; (ix) All other documents or items reasonably required to be delivered to Purchaser or by the Escrow Agent to evidence Seller s ability to transfer the Property to (x) An executed copy of Internal Revenue Service Form 1099 as required by the Code, and all regulations applicable thereto; (xi) Such affidavit as the Escrow Agent shall require to issue its Owner s Policy of Title Insurance without exception for mechanic s or materialmen s liens or rights of parties in possession except for apartment tenants, as tenants only, under unrecorded leases; and (xii) Certification from Seller to Purchaser that Seller s representations and warranties set forth in this Agreement are true and correct in all material respects as of Closing as if first made as of such date (subject to updates to the Rent Roll; other changes expressly consented to by the Purchaser in writing, deemed consented to by the Purchaser pursuant to the express terms of this Agreement, or otherwise permitted under the express terms of this Agreement; or other changes which, in the aggregate with all other updates or changes previously referenced herein, do not have a materially adverse effect on the Property)

33 (c) At the Closing, Purchaser, or its permitted assignee, shall do the following: (i) Pay to the Escrow Agent the Purchase Price set forth in Section 2.1 ; (ii) Provide evidence, acceptable to Seller and the Escrow Agent, authorizing the consummation by Purchaser of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Purchaser; (iii) Execute and deliver to Seller an original of the Bill of Sale; (iv) If Purchaser s counter-execution is required by applicable law, rule or regulation, execute and deliver to Seller originals of the tenant notice letters in the form of Exhibit I attached hereto; and (v) Execute and deliver to Seller a written certification that all representations and warranties of Purchaser set forth herein remain true and correct in all material respects as of the Closing Date, including without limitation all representations and warranties set forth in Article 4 hereof. (vi) Execute and deliver to Seller an original of the proration letter in the form of Exhibit J attached hereto. (d) At Closing, Seller and Purchaser shall execute and deliver such other instruments and documents as may reasonably be necessary in order to complete the Closing of the transactions contemplated hereunder, the form and content of which shall be acceptable to Seller and Purchaser. (e) The following which are in possession of the Seller shall be left at the Property or delivered to Purchaser at Closing (which obligation shall survive Closing): the original Leases, Lease files, Service Contracts and Personalty Leases assumed by Purchaser, all then-effective and tangible permits, guaranties, warranties, and licenses with respect to the Property, the keys and key-codes to the Property, the books and records of the Property in Seller s possession or control (excluding any attorney-client privileged materials) and copies of the plans and specifications for the Improvements. 6.2 Purchaser shall pay the cost of the Owner s Policy of Title Insurance provided for above, for the Survey, and recording fees associated with the Closing. All revenue stamps and transfer taxes or similar taxes payable in connection with the sale contemplated by this Agreement will be paid by Seller. All fees and expenses of the Escrow Agent in connection with its service as Escrow Agent hereunder will be shared equally by Purchaser and Seller (including in the event Closing fails to occur). Each party shall pay its own attorney s fees. All other closing costs will be paid by the parties in accordance with local South Carolina custom. At Closing and at certain times subsequent to Closing, prorations shall be made in accordance with the proration letter attached hereto as Exhibit J

34 6.3 All security and other deposits and advance or prepaid rentals paid by tenants shall be itemized by Seller. The amount, if any, of all (a) security and other deposits and (b) advance or prepaid rentals ((b) being for the period allocable to Purchaser on and after the Closing Date) not turned over to Purchaser at Closing shall be credited to Purchaser against the Purchase Price at Closing. 6.4 At Closing and/or at any time and from time to time after the Closing, Purchaser and Seller agree to execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such settlement statements reflecting the transaction and prorations to be made at Closing and such other additional instruments or documents and to take or cause to be taken such further action as the other party may reasonably request to evidence and effectuate the transactions contemplated under this Agreement. 6.5 No later than thirty (30) days following Closing, Purchaser, at its sole cost and expense, shall remove the name Woodfield from all signs and marketing materials, brochures, advertising and other printed or Internet-based materials (including from any social media sites over which Purchaser has any control). The provisions of this Section 6.5 will survive Closing and shall not expire as set forth in Section 8.1 hereof. 6.6 Following the Closing, Purchaser shall not convert the Improvements into for-sale condominium units during the period beginning on the Closing Date and ending on November 9, 2021 (or, if applicable, any shorter period of time during which Purchaser or any of its affiliates shall own the Property prior to conveying the Property to an unrelated third party) (the Restrictive Period ). Additionally, Purchaser shall, at Closing, deliver an original, executed written agreement in form annexed hereto as Exhibit K (the Indemnification Agreement ) provided that, if Purchaser shall convert the Improvements into for-sale condominium units during the Restrictive Period, Purchaser shall indemnify, defend, and hold harmless Seller from and against any and all losses, costs, claims, damages, judgments, awards, expenses, reasonable attorneys fees, and other liability ( Claims ) accruing to the Seller from and after the Closing in connection with any claims, demands, suits, arbitrations, appeals, or other proceedings: (a) threatened or asserted by any unit owner, tenant, occupant, guest, owners association, or any other person or entity following a conversion of the Improvements into for-sale condominium units by Purchaser during the Restrictive Period and raised within the Restrictive Period, and (b) arising from or relating in any way to any actual or asserted construction defect, design defect, or other defective, deficient, or unsafe condition with respect to all or any part of the Improvements which claims are enforceable as a result of the Improvements having been converted to for-sale condominium units (i.e. such indemnity shall not apply to any Claims to the extent same would be applicable whether or not the Improvements were converted to for-sale condominium units during the Restrictive Period)

35 7. POSSESSION 7.1 Purchaser shall be entitled to full and exclusive possession of the Property at Closing, subject only to the Permitted Exceptions and the rights of tenants in possession pursuant to leases delivered to Purchaser at Closing. 8. SURVIVAL 8.1 All warranties, representations, covenants, obligations and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and shall survive the Closing; provided however, except as otherwise specifically provided in this Agreement, the parties waive their right to sue for any breach of a warranty, representation, covenant, obligation or agreement contained in this Agreement (i) which accrues more than nine (9) months following the Closing or (ii) as to which specific written notice has not been given on or before the date that is nine (9) months following the Closing (the period from Closing through the end of such nine (9) month period or the final resolution of any claims for which specific notice is given within such nine (9) month period, the Survival Period ). 9. COMMISSIONS 9.1 Seller and Purchaser each warrant and represent to each other that no realtor, broker, finder, or other intermediary has been involved with or employed by such party in connection with the transaction contemplated by this Agreement, other than CBRE, Inc. (the Broker ), which shall be paid by Seller in accordance with the terms of a separate agreement between Broker and Seller, Seller and Purchaser agree to indemnify, hold harmless and defend the other from and against claims, loss, liability, cost and expense (including reasonable attorneys fees at or before the trial level and any appellate proceedings) arising out of any claim made by any realtor, broker, finder, or any other intermediary (other than Broker as to Purchaser s indemnity of Seller only) who claims to have been engaged, contracted or utilized by the indemnifying party in connection with the transaction which is the subject matter of this Agreement. This indemnification shall survive Closing or any termination of this Agreement, shall not expire as set forth in Section 8.1 hereof and shall not be subject to the cap set forth in Section TERMINATION AND REMEDIES 10.1 If, prior to or at Closing: (a) Seller defaults hereunder and shall have failed to perform, in any material respect, any of the covenants or agreements contained herein which are to be performed by Seller, or if any warranty or representation made by Seller herein is not true and correct in all material respects as of Closing, and (b) in all cases other than the Seller s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Purchaser s default, Seller has not cured any such default within five (5) business days of having received written notice thereof from Purchaser, Purchaser

36 may, as its sole remedy, either (i) terminate this Agreement and receive an immediate refund of the Deposit from Escrow Agent or (ii) seek specific performance of this Agreement and, in either case, recover from Seller all of Purchaser s reasonable third party expenses (in no event to exceed $75,000) actually incurred in connection with the transactions contemplated by this Agreement and as a result of such default or non-performance including, without limitation, attorneys fees and costs. If the Closing shall have occurred and Seller shall have defaulted hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing, or defaults hereunder because any warranty or representation made by Seller herein is found to have not been true and correct in any material respect when made or as of Closing, Purchaser may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller s default in an amount equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000), but in no event shall Seller be liable for any such damages in an amount exceeding Five Hundred Fifty Thousand and no/100 Dollars ($550,000). In no event shall Seller be liable for any indirect, consequential or punitive damages on account of Seller s breach of any representation or warranty contained in this Agreement. During the pendency of the Survival Period, Seller shall (i) not dissolve and shall maintain its existence as a limited liability company, and (ii) maintain at least $550,000 in liquid assets in an account segregated from any assets of any of Seller s affiliates or any operating account or other active account of Seller, which obligations shall survive Closing and the recordation of the deed If Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and, prior to or at Closing: (a) Purchaser defaults hereunder in any material respect, fails to perform any of the covenants or agreements contained herein which are to be performed by Purchaser, or if any warranty or representation made by Purchaser herein is not true and correct in all material respects as of Closing, and (b) in all cases other than the Purchaser s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Seller s default, Purchaser has not cured any such default within five (5) business days of having received written notice thereof from Seller, then Purchaser shall forfeit the Deposit together with any interest earned thereon, to Seller, as Seller s sole and exclusive remedy, as liquidated damages, due to the inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof. If, after Closing Purchaser defaults hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Purchaser herein is not true and correct in any material respect as of Closing, Seller may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. In no event shall Purchaser be liable for any indirect, consequential or punitive damages on account of Purchaser s breach of any representation, warranty or obligation contained in this Agreement

37 11. RISK OF LOSS 11.1 If any time prior to the Closing any portion of the Property is destroyed or damaged by fire or any other casualty whatsoever, Seller shall give notice thereof to Purchaser within five (5) business days after Seller becomes aware of such casualty, but in any event prior to Closing. The rights and obligations of the parties by reason of such destruction or damage shall be as follows: (a) If the cost of repair and restoration (as such term is defined in Section 11.2 ) of such destruction or damage shall be $1,000, or less, Seller shall repair such damage as promptly as is reasonably possible, restoring the damaged Property to as close as reasonably possible to its condition immediately prior to such damage; and in such event, Purchaser may elect to defer Closing until such repair is made to Purchaser s reasonable satisfaction or, if the repair is not completed by the date proscribed for Closing, Purchaser may elect to close the transaction contemplated by this Agreement and (i) if such destruction or damage is covered by insurance, receive all insurance proceeds not yet paid for such damage and Seller shall pay or credit Purchaser an amount equal to any deductible (less the actual and reasonable third party costs and expenses incurred by Seller in connection with repairs performed) and to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller s rights to such proceeds or (ii) if such destruction or damage is not covered by insurance, receive a credit against the Purchase Price in an amount equal to the cost of repair and restoration thereof not then completed; (b) If the cost of repair and restoration of such destruction or damage shall exceed $1,000,000.00, Purchaser may elect to terminate this Agreement and receive a refund of the Deposit; and if Purchaser does not elect to terminate this Agreement, the Closing shall occur as scheduled, whereupon Seller shall assign to Purchaser, at Closing, all insurance proceeds payable for such damage, and shall pay to Purchaser an amount equal to any deductible and the sale shall be closed without Seller s repairing such damage. In the event Purchaser elects to terminate this Agreement in accordance with the terms of this Section 11.1(b), this Agreement shall be rendered null and void and the parties shall have no further obligations or liabilities hereunder other than Purchaser s right to receive a refund of the Deposit The term cost of repair and restoration shall mean an estimate of the actual cost of repair and restoration obtained by Seller within twenty (20) days of the occurrence of such destruction or damage, from a reputable third-party contractor, reasonably acceptable to both Purchaser and Seller, regularly doing business in the city in which the Property is located. If the Closing Date is to occur within (25) twenty-five days of the occurrence of the casualty, Purchaser shall have the right to defer the Closing by the amount of time required to obtain and assess the cost of repair and restoration estimate If (i) the whole or any part of the Property or any interest in the Property is taken by condemnation or right of eminent domain prior to Closing and (ii) such taking by condemnation or right of eminent domain results in (A) the taking of all or any part of the Improvements, (B) the loss of any parking spaces or other areas which causes the Property not to comply with then applicable zoning ordinances or other applicable laws, rules or regulations, or (C) a permanent loss of any means of vehicular access to the Property, at Purchaser s option this Agreement shall terminate and the Purchaser shall receive a refund of the Deposit. If Purchaser elects not to terminate this Agreement or does not have the right to do so under this Section 11.3, the transactions contemplated by this Agreement shall be

38 closed in accordance with the terms of this Agreement notwithstanding any such taking but at Closing Seller shall assign to Purchaser all of Seller s rights to collect any awards which may be payable as a result of, or recoverable against others for, such taking Seller shall not settle any insurance claim with respect to casualty or condemnation or similar proceeding affecting the Property during the pendency of this Agreement without Purchaser s consent, which shall not be unreasonably withheld, conditioned, or delayed The provisions of this Article 11 shall control the rights and duties of the parties, in lieu of any contrary provisions of law. 12. NOTICES 12.1 Any notice, request, demand, instruction or other communication to be given to either party hereunder, except those required to be delivered at Closing, shall be in writing, and shall be deemed to be delivered (a) upon receipt, if hand delivered, (b) on the first business day after having been delivered to a national overnight air courier service, (c) three business days after deposit in registered or certified mail, return receipt requested, or (d) upon having been sent by the notifying party by electronic mail of signed instruments (by transmittal of.pdf or similar means), in all cases, as applicable, addressed as follows: If to Purchaser: If to Purchaser: with additional copies to: Sentinel Acquisitions Corporation 1251 Avenue of the Americas New York, NY Attn: Robert B. Kass Phone: (212) kass@sentinelcorp.com Sentinel Acquisitions Corporation 1251 Avenue of the Americas New York, NY Attn: Millie C. Cassidy Phone: (212) Cassidy@sentinelcorp.com Ingram Yuzek Gainen Carroll & Bertolotti, LLP 250 Park Avenue, Sixth Floor New York, NY Attn: Neal R. Weinstein, Esq. Phone: (212) nweinstein@ingramllp.com

39 If to Seller: with additional copies to: If to Escrow Agent: GR-105 Long Point Venture, LLC 339 Greenwood Drive Hilton Head, SC Attn: Michael L. Schwarz Phone: and GR-105 Long Point Venture, LLC c/o CNL Center at City Commons 450 South Orange Avenue Orlando, FL Attn: Mike Tetrick Telephone: (407) Troutman Sanders LLP 301 South College Street, Suite 3400 Charlotte, North Carolina Attention: David H. Jones, Esq. Telephone: (704) Fidelity National Title Insurance Company 485 Lexington Avenue, 18 th Floor New York, New York, Attn: Danielle Sprouls Phone: (212) ENTIRE AGREEMENT 13.1 This Agreement and the exhibits attached hereto contain the entire agreement between the parties. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed by Purchaser and Seller. Further, the prevailing party in litigation between the parties shall be entitled to recover, as a part of its judgment, reasonable attorneys fees, costs and expenses. 14. MISCELLANEOUS 14.1 Notwithstanding any provision contained in this Agreement to the contrary, Seller s obligations under this Agreement are contingent upon Seller s receipt of the written approval of the board of directors of CNL Growth Properties, Inc., a Maryland corporation

40 (the Board Approval ), the parent company of GR-105 LPHC, LLC, the managing member of the Seller, by the earlier of (a) the date that is five (5) days following the Effective Date and (b) noon Eastern Standard Time on December 1, 2014 (the Board Approval Deadline ). No later than the Board Approval Deadline, Seller shall notify Purchaser whether it has received, or failed to receive, the Board Approval. If Seller fails to notify Purchaser that the Board Approval was not received by the Board Approval Deadline, then the provisions of this Section 14.1 shall be of no force and effect and this Agreement shall continue pursuant to the terms hereof. If the Board Approval shall not have been received by the Board Approval Deadline and Seller notifies Purchaser that the Board Approval shall not have been received on or before the Board Approval Deadline, either Purchaser or Seller, in its sole discretion, may terminate this Agreement upon written notice to the other provided no later than two (2) business days following the Board Approval Deadline, the Deposit shall be promptly returned to Purchaser, and no party hereto shall have any obligation to the other except for those obligations under Article 3 and Section 9.1 hereof that expressly survive termination of the Agreement. If Board Approval is received on or before the Board Approval Deadline, if Seller fails to notify Purchaser that the Board Approval has not been received on or before the Approval Deadline or if neither Purchaser nor Seller terminate this Agreement within the two (2) business day period set forth above, Seller and Purchaser shall proceed toward Closing pursuant to all other terms and conditions of this Agreement This Agreement may be executed in any number of counterparts which together shall constitute the agreement of the parties. The parties further agree that the delivery of a party s signature by facsimile or other electronic transmittal (including electronic mail) shall have the same legal effect as the delivery of such party s original signature, and the parties may rely upon the binding and enforceable effect of such delivery. The article headings herein contained are for purposes of identification only and shall not be considered in construing this Agreement This Agreement, and the rights and obligations hereunder, may not be assigned by Purchaser without the express written consent of the Seller, which may be granted or withheld in Seller s sole discretion; provided that no such consent shall be required and Purchaser shall be entitled to freely assign this Agreement to: (i) any entity that is directly or indirectly controlling or controlled by or under direct or indirect common control with Sentinel Acquisitions Corp. or Sentinel Real Estate Corporation or (ii) any commingled investment fund that is managed directly or indirectly by Sentinel Acquisitions Corp. or Sentinel Real Estate Corporation or any permitted assignee under clause (i) above. An assignment of this Agreement by Purchaser shall not release Purchaser from its obligations hereunder Whenever any determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on Saturday, Sunday or legal holiday under the laws of the state in which the Property is located, then in such event said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday. All references in this Agreement to the date hereof, the date of this Agreement, or similar references shall be deemed to refer to the Effective Date. This Agreement shall be governed by and construed under the laws of the State of South Carolina

41 14.5 This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representative, successors and assigns whenever the context so requires or admits. It has been negotiated by the parties hereto and by the respective attorneys for each party, and in the event of a dispute concerning the interpretation of this Agreement, each party hereby waives the doctrine that an ambiguity shall be interpreted against the party which has drafted the document. This Agreement may not be amended, altered or modified unless the party against whom enforcement of any waiver, modification or discharge is sought does so in writing Notwithstanding anything in this Agreement to the contrary, Seller or Purchaser (as applicable, the Exchanging Party ) may consummate the purchase or sale, respectively, of the Property or any portion of the Property as part of a so called like-kind exchange (the Exchange ) pursuant to 1031 of the Internal Revenue Code of 1986, as amended (the Code ), but only so long as: (i) the Closing is not delayed or materially affected by reason of the Exchange, it being agreed that the consummation or accomplishment of the Exchange is not a condition precedent or condition subsequent to any party s obligations under this Agreement; (ii) the Exchanging Party may effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a Qualified Intermediary; and (iii) the Exchanging Party pays any reasonable additional out-of-pocket costs that would not otherwise have been incurred by the other party had the Exchanging Party not consummated its purchase or sale through the Exchange. The non-exchanging Party shall not by this Agreement or acquiescence to the Exchange: (1) have its rights under this Agreement affected or diminished in any manner, or (2) be responsible for compliance with or be deemed to have warranted to the Exchanging Party that the Exchange in fact complies with 1031 of the Code The following Exhibits have been attached to this Agreement and incorporated herein by reference: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Legal Description Seller s Deliverables List of Service Contracts and Personalty Leases Rent Roll Rental Standards and Form Lease Escrow Provisions Form of Special Warranty Deed Exhibit H - Bill of Sale and Assignment Exhibit I - Tenant Notice Letter Exhibit J Exhibit K - - Proration Letter Indemnification Agreement [SIGNATURES CONTAINED ON FOLLOWING PAGES]

42 EXECUTED by Purchaser on the 25 day of November, PURCHASER: SENTINEL ACQUISITIONS CORPORATION, a Delaware corporation By: Name: Title: /s/ Robert B. Kass RB Kass VP EXECUTED by Seller on the 25 day of November, SELLER: GR-105 LONG POINT VENTURE, LLC, a Delaware limited liability company By: WF Invest Long Point, LLC, a Delaware limited liability company, its operating member By: Woodfield Investment Company, LLC, a Delaware limited liability company, its manager By: /s/ Michael L. Schwarz Name: Michael L. Schwarz Title: Auth Member

43 The undersigned hereby accepts this Purchase and Sale Agreement and agrees to perform the functions of Escrow Agent hereunder. ESCROW AGENT: FIDELITY NATIONAL TITLE INSURANCE COMPANY By: /s/ Avis Somers Name: Avis Somers Title: VP / Counsel Date: 1/25/2014

44 EXHIBIT A LEGAL DESCRIPTION Intentionally Omitted

45 EXHIBIT B SELLER S DELIVERABLES Intentionally Omitted

46 EXHIBIT C SERVICE CONTRACT AND PERSONALTY LEASES Intentionally Omitted

47 EXHIBIT D RENT ROLL Intentionally Omitted

48 EXHIBIT E RENTAL STANDARDS AND FORM OF LEASE Intentionally Omitted

49 EXHIBIT F ESCROW PROVISIONS Intentionally Omitted

50 EXHIBIT G FORM OF SPECIAL WARRANTY DEED Intentionally Omitted

51 EXHIBIT A TO DEED Intentionally Omitted

52 EXHIBIT B TO DEED Intentionally Omitted

53 EXHIBIT H BILL OF SALE AND ASSIGNMENT Intentionally Omitted

54 EXHIBIT I TENANT NOTICE LETTER Intentionally Omitted

55 EXHIBIT J PRORATION LETTER Intentionally Omitted

56 EXHIBIT K INDEMNIFICATION AGREEMENT Intentionally Omitted

57 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement (the Amendment ) made effective as of the 17 th day of December, 2014 between GR-105 Long Point Venture, LLC, a Delaware limited liability company ( Seller ) and Sentinel Acquisitions Corp., a Delaware corporation ( Purchaser ). WITNESSETH WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement effective as of November 26, 2014 (the Agreement ) with respect to certain real property and improvements and related assets commonly known as Woodfield Long Point Apartments, having a principal address of 335 Stonewall Court, Mt. Pleasant, SC (as more fully described in the Agreement, the Property ); WHEREAS, Seller and Purchaser desire to amend the Agreement as more fully set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. 2. As the surveyor that prepared Seller s latest existing survey of the Property is unable to provide an update to said survey within the time periods otherwise provided in this Agreement, the first grammatical paragraph of Section 3.2 of the Agreement is deemed deleted and the following inserted in lieu thereof: 3.2 Seller has delivered, or shall deliver to Purchaser s counsel within one (1) business day of the Effective Date, a copy of the most recent owner s title insurance policy for the Property (which may have the amount of the policy redacted) and a copy of Seller s most recent as-built survey of the Property which is dated March 11, During the Inspection Period, but no later than December 16, 2014, Purchaser shall obtain, at Purchaser expense, a current commitment for title insurance (the Title Commitment ) and during the Inspection Period, Seller shall obtain at Seller s cost (except that Purchaser shall pay one-half of the cost of same but not more than $12,375), a new survey of the Property pursuant to the proposal of David L. Gray of GPA dated December 3, 2014 and containing the following additional Table A Requirements 7(b), 7 (c), 14, 17, 18 and 19 (which are not listed on said proposal) (the New Survey ). On or prior to December 24, 2014 (the Objection Deadline ), Purchaser, in Purchaser s sole and absolute discretion, shall notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Commitment or by the unsigned copy of the survey of the Property delivered by Seller to Purchaser and prepared by Forsberg Engineering and Surveying, Inc. dated March 11, 2013 and last revised April 1, 2013 (the Survey ). Purchaser reserves all rights pursuant to the second grammatical paragraph of this Section 3.2 with respect to any exception, defect, objection, matter or state of facts

58 that may be shown by the New Survey and which is not shown by the Survey, except that Purchaser shall not object to the mere existence of the second dog park at the Property which, Seller represents, was constructed after the issuance of the Survey. The foregoing shall not constitute a waiver of any of Purchaser s rights pursuant to this Section 3.2 (or otherwise) if the New Survey discloses that such second dog park to violate a setback, easement or any other restriction, agreement or requirement applicable to the Property or if it is determined that said second dog park shall be found to not be in compliance with any applicable legal requirements or the requirements of any applicable restrictions, covenants, conditions, agreements or approvals. Within five (5) days after receipt of Purchaser s notice of objections aforesaid, Seller will notify Purchaser in writing if Seller elects to attempt to cure such objections to the sole satisfaction of Purchaser, and if so, which objections Seller elects to cure ( Seller s Cure Notice ). If Seller provides no Seller s Cure Notice, Seller shall be deemed to have elected not to cure such objections, other than Must Cure Items (as hereinafter defined). If Seller elects in its Seller s Cure Notice to cure any such objections, Seller will have until three (3) days before the Closing Date to attempt to remove, satisfy or cure the same (provided that Monetary Liens may be cured by Seller as of the Closing Date as set forth hereinbelow). If Seller elects not to cure (or is deemed to have elected not to cure) any such objections, Purchaser will have the option, to be exercised by written notice given to Seller within five (5) days of Seller s cure notice (or within ten (10) days of Purchaser s notice of such objections if Seller shall not have timely delivered a Seller s Cure Notice), to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement will terminate and the Earnest Money will be promptly returned to Purchaser, and thereafter neither party hereto will have any further rights, obligations or liabilities hereunder, except with respect to the rights, obligations, and liabilities described in Article 3 and Section 9.1 that expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement as hereinabove set forth in connection with Seller s election (or deemed election) not to cure title objections, then Purchaser shall be deemed to have elected to accept a conveyance of the Property subject to the exceptions which will not be addressed, specifically including any matter objected to by Purchaser (other than Must Cure Items) that Seller is unwilling or unable to cure (and with respect to which Purchaser shall be deemed to have waived its objection). If Seller, after having elected to cure any objection identified by Purchaser prior to the Objection Deadline, cannot or does not cure such matter on or before the date that is three (3) days prior to the Closing Date (other than Monetary Liens (as hereafter defined), which may be cured concurrently with Closing), Purchaser may terminate this Agreement by sending written notice of such termination to Seller no later than the Closing Date, and pursue any other right pursuant to Section 10.1 below. Seller must satisfy all Monetary Liens in full, at Seller s sole cost and expense, at or prior to the Closing; in the event Seller fails to do so, Purchaser may, at its option, elect either: (a) to close the transaction as otherwise contemplated hereby, and satisfy any such Monetary Lien itself at Closing, in which event the Purchase Price shall be reduced by the amount of money so expended by Purchaser, or (b) terminate this Agreement by sending written notice to Seller, and upon delivery of such notice of termination, pursue any other Purchaser s rights pursuant to Section 10.1 below. Upon Purchaser s election to terminate this Agreement in accordance with the terms of this Section 3.2, the Earnest Money will be promptly 2

59 returned to Purchaser, and thereafter neither party hereto will have any further rights, obligations or liabilities hereunder, except with respect to the rights, obligations, and liabilities that expressly survive the termination of this Agreement. As used herein, a Must Cure Item is (i) any matter first affecting title to the Property after the Effective Date as a result of Seller s willful action (which such action or matter has not been previously approved or consented to by Purchaser in writing), or (ii) a Monetary Lien. As used herein, a Monetary Lien is a lien, claim or encumbrance that evidences or secures a fixed monetary amount other than ad valorem real property taxes (excluding any such liens or encumbrances arising as a result of Purchaser s activity on or with respect to the Property, which such liens shall be removed promptly by Purchaser following the notice of imposition thereof). 3. Seller received Board Approval as contemplated by Section 14.1 of the Agreement on or before the Approval Deadline. Accordingly, Section 14.1 is of no force and effect. 4. All references to Sentinel Acquisitions Corporation in the Agreement shall be deemed replaced by Sentinel Acquisitions Corp., the proper name of Purchaser. 5. This Amendment may be executed in counterparts, each counterpart constituting an original and together constituting one document. Delivery by facsimile or by of signed copies of this Amendment shall have the same force and effect as delivery of signed originals. [Signature page(s) follow.] 3

60 IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Amendment as of the date first above written. SELLER: GR-105 LONG POINT VENTURE, LLC a Delaware limited liability company By: WF Invest Long Point, LLC a Delaware limited liability company, its operating member By: By: Name: Title: Woodfield Investment Company, LLC a Delaware limited liability company, its manager /s/ Greg Bonifield / dhj Greg Bonifield Manager PURCHASER: SENTINEL ACQUISITIONS CORP. a Delaware corporation By: Name: Title: 4 /s/ RB Kass Robert B. Kass Vice President

61 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this Amendment ) made effective as of the 30 th day of December, 2014 between GR-105 Long Point Venture, LLC, a Delaware limited liability company ( Seller ) and Sentinel Acquisitions Corp., a Delaware corporation ( Purchaser ). 16. WITNESSETH WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement effective as of November 26, 2014, as amended by Amendment to Purchase and Sale Agreement dated as of December 17, 2014 (collectively, the Agreement ) with respect to certain real property and improvements and related assets commonly known as Woodfield Long Point Apartments, having a principal address of 335 Stonewall Court, Mt. Pleasant, SC (as more fully described in the Agreement, the Property ); WHEREAS, Seller and Purchaser desire to amend the Agreement as more fully set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 6. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. 7. Exhibit A of this Amendment shall constitute Purchaser s advice to Seller prior to the expiration of the Inspection Period of the Service Contracts to be terminated as contemplated by Section 3.5 of the Agreement. Seller shall take such action prior to Closing as is necessary to cause the Service Contracts listed on said Exhibit A to be terminated as required thereon (or take such other actions as required by said Exhibit A ). 8. Purchaser hereby waives its termination right pursuant to Section 3.6 of the Agreement subject to the terms and conditions of this Amendment. 9. Seller shall grant Purchaser a credit at Closing against the Purchase Price in the amount of $350, The Proration Letter annexed as Exhibit J of the Agreement shall be amended to reflect such credit. 10. The following is added as Section 4.1(o) of the Agreement: (o) Seller has delivered or made available to Purchaser all material information in Seller s possession or control with respect to any archaeological site on or affecting the Property. There are no written agreements or restrictions entered into or assumed in writing by Seller with respect to any archaeological site on the Property or the operations thereon.

62 11. The inventory to be annexed as Exhibit B to the Bill and Sale and Assignment to be delivered by Seller to Purchaser at Closing shall include the items set forth on Exhibit B to this Amendment. 12. The first sentence of Section 6.1 of the Agreement is hereby amended and restated in its entirety, as follows: Closing shall occur on January 15, 2015 (subject to the extension herein provided, the Closing Date ), so long as Seller has provided Escrow Agent, on or before January 9, 2015, a Certificate of Compliance from the South Carolina Department of Revenue dated within thirty (30) days of Closing and evidencing no outstanding returns, filings or taxes of Seller (the Certificate ). To the extent Seller has not provided the Certificate to Escrow Agent on or before January 9, 2015, Closing shall occur on the date thereafter that is five (5) days following the date upon which Seller provides such Certificate to the Escrow Agent. 13. This Amendment may be executed in counterparts, each counterpart constituting an original and together constituting one document. Delivery by facsimile or by of signed copies of this Amendment shall have the same force and effect as delivery of signed originals. [Signature page(s) follow.]

63 IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Amendment as of the date first above written. SELLER: GR-105 LONG POINT VENTURE, LLC a Delaware limited liability company By: WF Invest Long Point, LLC a Delaware limited liability company, its operating member By: By: Name: Title: Woodfield Investment Company, LLC a Delaware limited liability company, its manager /s/ Michael L. Schwarz Michael L. Schwarz Auth. Member PURCHASER: SENTINEL ACQUISITIONS CORP. a Delaware corporation By: Name: Title: /s/ RB Kass Robert B. Kass Vice President

64 Exhibit A Service Contracts to be Cancelled by Seller Intentionally Omitted

65 Exhibit B Inventory Intentionally Omitted

66 Exhibit 99.2 FA Subject: CNL Growth Properties announces valuation results Distribution Date: January 20, 2015 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Advisor: On Jan. 13, 2015, the board of directors of CNL Growth Properties, Inc. (the REIT) estimated the net asset value (NAV) of the REIT s common stock to be $10.63 per share as of Dec. 31, 2014 (Valuation Date). In determining the estimated NAV per share, the REIT engaged CBRE Capital Advisors, Inc., a third-party independent valuation firm (CBRE Cap), to provide property level and aggregate valuation analyses of the REIT and its investments and to provide a range for the estimated NAV per share as of the Valuation Date. The valuation process used by the REIT was designed to follow methodologies prescribed by IPA Practice Guidelines , Valuations of Publicly Registered Non-Listed REITs, which was adopted by the IPA effective May 1, The estimated NAV per share approved by the REIT s board of directors falls within the range of values provided by CBRE Cap. The REIT s board of directors commenced a process in October 2014 to estimate the REIT s NAV per share in order to provide stockholders and broker-dealers with an indication of the estimated NAV of the REIT s shares based on its portfolio of multifamily development properties held as of the Valuation Date. The REIT anticipates it will update and announce an estimated NAV per share of its common stock annually. Fourth quarter statements are expected to begin mailing on or about Jan. 26, The REIT is no longer offering shares; therefore, statements will reflect estimated NAV instead of POP. The REIT mailed this letter to its stockholders and will hold a webinar about the valuation for financial advisors and broker-dealers on Jan. 23, 2015, at 2:00p.m. ET. REGISTER for the webinar, and dial to access it. For more information, please read the REIT s Current Report on Form 8-K filed Jan. 20, 2015, with the U.S. Securities and Exchange Commission, or contact your CNL Securities Corp. representative at There is no assurance that the IPA Guidelines are acceptable to FINRA or under ERISA for compliance with reporting requirements. FOR BROKER-DEALER AND RIA USE ONLY. The REIT s estimated net asset value per share represents a snap shot in time, is based upon various estimates and assumptions, will fluctuate over time, and should not be relied upon by stockholders as representative of the amount an investor could expect to receive when the REIT liquidates its assets. Forward-looking statements are based on current expectations and may be identified by words such as believes, anticipates, expects, may, could and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the REIT s ability to control or accurately predict. Financial advisors should not place undue reliance on forward-looking statements.

67 Net Asset Valuation Presentation January 2015 Exhibit 99.3

68 General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the REIT. The information herein does not supplement or revise any information in the REIT's public filings made with the U.S. Securities and Exchange Commission. To the extent information herein conflicts with the REIT s public filings, as supplemented, the information in the filings govern. This piece is for general information purposes only and does not constitute legal, tax, investment, or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon as being all-inclusive. This presentation includes forward-looking statements. Forward-looking statements are based on current expectations and may be identified by words such as believes, expects,, anticipates, may, could and terms of similar substance, and speak only as of the date made. Actual results could differ materially from those expressed or implied in the REIT s forward-looking statements. Important factors, among others, that could cause the REIT's actual results to differ materially from those in its forward-looking statements include those identified in the Risk Factors described below. Investors should not place undue reliance on forward-looking statements. The REIT is under no obligation to, and expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law. An investment in the REIT is subject to significant risks, some of which are summarized below in the Risk Factors section of this piece. See also, Risk Factors in the REIT s public filings for a more detailed description of the risks associated with an investment in the REIT.

69 Risk Factors Investing in a non-traded REIT is a higher-risk, longer term investment and is not suitable for all investors. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on investment. The shares may lose value or investors could lose their entire investment. The shares are not FDICinsured, nor bank guaranteed. Non-traded REITs are illiquid. There is no public trading market for the shares. The REIT has no obligation to list on any public securities market and does not expect to list the shares. Stockholders will bear the economic risks of an investment in the shares for a substantial and indefinite period. If investors are able to sell their shares, it would likely be at a substantial loss of the amount invested. The REIT relies on its advisor and the advisor s affiliates to select the REIT s properties and to conduct the REIT s operations. The REIT is obligated to pay substantial fees to its advisor, managing dealer, property manager and their respective affiliates based upon agreements which have not been negotiated at arm s length, some of which are payable based upon factors other than the quality of services. These fees could influence their advice and judgment in performing services. Currently, the REIT is incurring fees and expenses, some of which will need to be reimbursed to its advisor and affiliates. Certain officers and directors of the advisor also serve as the REIT s officers and directors, as well as officers and directors of competing programs, and/or joint venture partners, resulting in conflicts of interest. Those persons could take actions more favorable to other entities. The REIT has not identified all of the investments that it will make in the future, and investors will not have the opportunity to evaluate future investments before they are made. Investors must rely on the REIT s advisor and board of directors to evaluate, structure and implement future investments.

70 Risk Factors During the REIT's public offerings, the REIT made distributions to its stockholders in the form of shares of its stock. Stock distributions served to provide early stockholders with additional shares as compared to later stockholders for the same initial cash investment. As a result, early stockholders are allocated greater percentages of any accretion in the value of the REIT's early property developments and in any sales proceeds or liquidating distributions upon the sale of such properties or occurrence of an exit event. The REIT believes its former stock distribution policy aligned the age of the REIT's stockholder base with the long term appreciation in the value of the REIT's assets. The REIT's board of directors will continue to periodically review the REIT's distribution policy. If the REIT makes cash distributions from sources other than from its cash flows or funds from operations, such as from borrowings, such distributions could lower stockholders overall return on investment. The REIT has not established a limit on the extent to which it may use borrowings or issue shares of common stock to pay distributions. There is no assurance that the REIT will make any further distributions. The amount or basis of distributions, if any, will be determined solely by and at the discretion of the REIT s board of directors. The distribution of new common stock is not currently included as a component of the stockholder s gross income under the IRS Code and is therefore tax deferred and not taxable when received. Stockholders should consult with their financial advisor, accountant and/or attorney for tax advice specific to their particular needs and objectives. If the REIT fails to maintain its qualification as a REIT for any taxable year, it will be subject to federal income tax on taxable income at regular corporate rates. In such an event, net earnings available for investment or distributions would be reduced.

71 Risk Factors The REIT has incurred debt to make its investments. The use of leverage to acquire assets may hinder the REIT s ability to pay distributions and/or decrease the value of stockholders investment in the event income from, or the value of the property securing the debt declines. The REIT made only a limited number of investments resulting in a less diversified portfolio in terms of the number of investments owned and their geographic locations. All of the REIT s current investments are in multifamily development properties in the Southeast and Sun Belt regions of the United States. An investment in the REIT s shares is subject to greater risk to the extent that the REIT has limited geographic and sector diversification in its portfolio of investments. If sales of our properties or other assets not owned by a TRS are deemed prohibited transactions, we may be subject to a 100% penalty federal tax on the gains resulting from those sales. A prohibited transaction is a sale by a REIT of real property or other assets held primarily for sale in the ordinary course of the REIT s trade or business (i.e., real property or other assets that are not held for investment but are held as inventory for sale by the REIT). Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction.

72 Valuation Disclosures Our estimated net asset value per share is based upon subjective judgments, assumptions and opinions which may or may not turn out to be correct. You should not rely upon our estimated net asset value as representative of the amount that might be paid to you for your shares in a market transaction, or in a liquidity event. In determining our estimated net asset value per share, we relied upon a valuation of our portfolio of properties as of Dec. 31, Valuations and appraisals of our properties are estimates of fair value and may not necessarily correspond to realizable value upon the sale of such properties. Therefore, the estimated present value to the Company of our equity in our portfolio may not reflect the amount that would be realized upon a sale of each of our properties. We intend to conduct annual year end valuations in accordance with our valuation policy, if we do not perform a subsequent calculation of the net asset value per share of our shares, you may not be able to determine the net asset value of your shares on an ongoing basis. This valuation represents the estimated net asset value per share as a snapshot in time, will fluctuate over time, and should not be relied upon as representative of the amount a stockholder could expect to receive now or in a future liquidation event. CBRE Cap, the independent valuation firm, made numerous assumptions with respect to industry, business, economic and regulatory conditions, all of which are subject to changes beyond the control of CBRE Cap or the Company. CBRE Cap is not responsible for our estimated net asset value per share as of Dec. 31, Throughout the valuation process, the valuation committee, our advisor and senior members of management reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices.

73 CNL Growth Properties CNL Growth Properties is a non-traded real estate investment trust (REIT) The REIT seeks commercial real estate investment opportunities in growth-oriented markets, with a focus on Multifamily Development. 7

74 Highlights Commenced initial offering in October 2009 Launched follow-on offering in August 2013 Closed second offering in April 2014 Raised approximately $559 million in equity since initial offering Invested in 16 assets as of the valuation date 16 multifamily development projects 8 operating, 7 in development, 1 operating & held for sale Asset Held-for-Sale Woodfield Long Point, Charleston County, SC Distribution Policy, Distribution Reinvestment Plan, Redemption Plan Stock distributions terminated October 1, 2014 Distribution Reinvestment Plan (DRP) terminated October 1, 2014 Redemption Plan suspended October 1, 2014 Completed independent valuation of portfolio as of December 31,

75 Sale of Woodfield Long Point Entered Purchase & Sale Agreement November 25, Unit Class A Garden Style Community in Mount Pleasant (Charleston County), South Carolina Sale Price: $55.5 million Closed: January 15,

76 Estimated Net Asset Value ( NAV ) Consistent with methodologies prescribed by IPA Valuation Guidelines 1 Individual MAI property appraisals (no enterprise/portfolio premiums) Use of independent investment banking firm Engaged CBRE Capital Advisors, Inc. ( CBRE Cap ) an independent investment banking firm as valuation expert Disclosure of key assumptions & methodology Utilized discounted cash flow method Range provided by adjusting key assumptions Discount rates, terminal capitalization ( terminal cap ) rates 1 There is no assurance that IPA Guidelines are acceptable to FINRA or under ERISA for compliance with reporting requirements. 10

77 Methodology Valuation based on cash flow projections and a four year discounted cash flow analysis (expected hold period) for each property from actual cash flows based on realized rent, and the Company s development budgets and cash flow projections The Company s real estate properties were categorized into three classifications Operating Assets (8 properties) Development Projects (7 properties) Operating Asset Held For Sale (1 property) Terminal capitalization rate was used to calculate terminal value (stabilized NOI/terminal capitalization rate) of the assets at stabilization Terminal capitalization rate sourced from MAI appraisals and vary by location, asset quality and supply/demand metrics 11

78 Valuation Summary CBRE Cap created a valuation range by varying the discount rate utilized and the terminal cap rate of each real estate asset The range was set at 50bps on the discount rate and 30bps on the terminal capitalization rate of each asset Represents an approximate 5% sensitivity on the discount rate and terminal capitalization rate ranges consistent with IPA guidelines CBRE Cap utilized a December 31, 2014, share count of 22,526,171 CBRE Cap Valuation (discount and terminal capitalization rates based on CBRE appraisals) Weighted avg. discount rate: 10.5% Weighted avg. terminal rate: 6.03% 12

79 Estimated NAV Per Share Build-Up Table of Value Estimates for Components of Net Asset Value (as of Dec. 31, 2014) Value ($ in 000 s) Per Share Present value of equity in operating assets, development projects and asset held for sale 1 $199,439 $8.85 Cash and cash equivalents 2 46, Other assets Accounts payable and other accrued expenses 2 (4,607) (0.20) Other liabilities 2 (1,492) (0.07) Estimated NAV before incentive fee $240,832 $10.69 Less: Incentive Fee to Advisor (1,393) (0.06) Estimated NAV 3 $239,439 $ The company s share of equity including promote structure in each venture. 2 Based on the Company s preliminary balance sheet as of Dec. 31, The estimated NAV per share is a snapshot in time and should not be relied upon as indicative of the value the company or stockholders may receive now or in a future liquidation event. 13

80 Looking Ahead 1 Evaluate monetization opportunities as properties become stabilized Execute on existing pipeline of multifamily development opportunities 1 There is no assurance these objectives will be met. Forward-looking statements are based on current expectations and may be identified by words such as believes, expects, may, could and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the REIT s ability to control or accurately predict. Investors should not place undue reliance on forward-looking statements. 14

81 For More Information Investors To obtain additional information about CNL Growth Properties, please consult your Financial Advisor or visit CNLGrowthProperties.com. Financial Professionals For more information about CNL Growth Properties, please contact our managing dealer, CNL Securities, Member FINRA/SIPC at or CNLSecurities.com. This is not an offer. Dissemination to investors is prohibited. Investments in non-traded real estate investment trusts (REITs) are subject to significant risks. These risks include limited operating histories, reliance on the advisors, conflicts of interests, use of leverage, payment of substantial fees to the advisors and their affiliates, illiquidity and liquidations at less than the original amounts invested CNL Global Growth Advisor, LLC. All Rights Reserved. CNL and the Squares Within Squares design trademarks are used under license from CNL Intellectual Properties, Inc. 15

82 Questions & Answers 16