July 14, 2004
Xxxxx & Steers Capital Advisors, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Placement of Securities of BNP Residential Properties, Inc.
Dear Sirs:
This letter (the "Agreement") confirms our agreement to retain
Xxxxx & Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive
agent for a period commencing on the date of this letter and terminating on
August 15, 2004, unless extended by the parties, to introduce BNP Residential
Properties, Inc., a Maryland corporation (the "Company"), to certain investors
as prospective purchasers (the "Offer") of up to 1,420,000 shares of common
stock, par value $0.01 per share, of the Company (the "Securities") (assuming
the maximum number of Securities are issued and sold). The engagement described
herein (i) may be terminated by the Company at any time prior to the Closing
Date (as defined below) and (ii) shall be in accordance with applicable laws and
pursuant to the following procedures and terms and conditions:
1. The Company will:
(a) Cause the Company's independent public accountants to address to the
Company and the Placement Agent and deliver to the Company and the
Placement Agent (i) a letter or letters (which letters are frequently
referred to as "comfort letters") dated the date hereof, and (ii) if so
requested by the Placement Agent, a "bring-down" comfort letter,
delivered on and dated each date on which the sale of all or a portion
of the Securities is consummated pursuant to the Purchase Agreement
between the Company and certain purchasers named therein dated the date
therein (the "Purchase Agreement") (each such date, a "Closing Date"
and the time of such consummation on any such Closing Date, a
"Closing"), which, with respect to the letter or letters referred to in
clause (i) above, will be substantially in the form attached hereto as
Annex I, and with respect to the letter referred to in clause (ii)
above, will be in form and substance reasonably satisfactory to the
Placement Agent.
(b) On the Closing Date, cause outside counsel to the Company to deliver
opinions and letters to the Placement Agent (i) the opinion letters
substantially in the form of Xxxxx XX hereto and (ii) the opinion
letter required by Section 5 of the Purchase Agreement.
(c) Prior to Closing, the Company shall not sell or approve the
solicitation of offers for the purchase of additional Securities in
excess of the amount which shall be authorized by the Company or in
excess of the aggregate offering price of the Securities pursuant to
the Offer.
2. The Company authorizes the Placement Agent to use the Prospectus (as
defined below) in connection with the Offer for such period of time as
any such materials are required by law to be delivered in connection
therewith and the Placement Agent agrees to do so.
3. The Company recognizes and confirms that in completing its engagement
hereunder, the Placement Agent will be using and relying solely on
publicly available information, including quarterly and annual reports
and information, documents and other reports with respect to the
Company filed with the SEC pursuant to the Exchange Act (as defined
below), in each case, included or incorporated by reference in the
Registration Statement (as defined below). It is understood and agreed
that in performing under this engagement, the Placement Agent will rely
upon the accuracy and completeness of, and is not assuming any
responsibility for independent verification of, such publicly available
information and the other information so furnished.
4.(a) The Placement Agent will use reasonable efforts on behalf of the
Company in connection with the Placement Agent's services hereunder. No
offers or sales of Securities shall be made to any person without the
prior approval of such person by the Company, such approval not to be
unreasonably withheld or delayed. The Placement Agent's aggregate fee
for its services hereunder will be (i) 3.5% of gross proceeds of the
Securities sold (other than Securities sold to Xxxxx & Steers Capital
Management) and (ii) 1.0% of gross proceeds of the Securities sold to
Xxxxx & Steers Capital Management, if any. Such fee shall be payable by
the Company at and subject to the consummation of the Closing. The
Company, upon consultation with the Placement Agent, may establish in
the Company's reasonable discretion a minimum amount of Securities to
be sold in the offering contemplated hereby. The Placement Agent will
not enter into any agreement or arrangement with any broker, dealer or
other person in connection with the placement of Securities
(collectively, "participating person(s)") which will obligate the
Company to pay additional fees or expenses to or on behalf of a
participating person without the prior written consent of the Company
(such consent not to be unreasonably withheld or delayed), it being
understood that Xxxxxxxxx & Company will be acting as settlement agent
("Settlement Agent") in connection with the Offer and the Company will
pay the fees and expenses of the Settlement Agent in connection
therewith.
(b) The Company agrees that it will pay the costs and expenses incident to
the performance of the obligations hereunder whether or not any
Securities are offered or sold pursuant to the Offer, including,
without limitation (i) all reasonable and customary mailing and
handling costs and expenses incurred by dealers and brokers (including
your counsel) (subject to the last sentence of Section 4(a)),
commercial banks, trust companies and nominees incurred in forwarding
the Prospectus to their customers, (ii) the filing fees and expenses,
if any, incurred with respect to any filing with the American Stock
Exchange ("AMEX"), (iii) all costs and expenses incident to the
preparation, issuance, execution and delivery of the Securities, (iv)
all costs and expenses (including filing fees) incident to the
preparation, printing and filing under the Securities Act of 1933, as
amended (the "Act"), of the Registration Statement and the prospectus
forming a part thereof, including, without limitation, in each case,
all exhibits, amendments and supplements thereto, (v) all costs and
expenses incurred in connection with the required registration or
qualification of the Securities issuable under the laws of such
jurisdictions as the Placement Agent may designate, if any (including,
without limitation, reasonable
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fees of counsel for the Placement Agent and its reasonable
disbursements), (vi) all costs and expenses incurred by the Company in
connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus (including, without
limitation, any preliminary and supplemental blue sky memoranda)
including, without limitation, mailing and shipping, (vii) all fees
and expenses incurred in marketing the Offer, (viii) the fees and
disbursements of Xxxxxx & Bird LLP, counsel to the Company, and any
other counsel to the Company, and Ernst & Young LLP, auditors to the
Company. In addition, the Company agrees to reimburse the Placement
Agent for all out-of-pocket expenses of the Placement Agent in
connection with the Offer, including, without limitation, the
reasonable legal fees, expenses and disbursements of the Placement
Agent's counsel in connection with the Offer; provided, however, that
the Company shall not be obligated to reimburse the Placement Agent or
pay the Placement Agent's counsel for any legal fees, expenses and
disbursements incurred in connection with the Offer in excess of
$60,000, and (ix) all fees and expenses incurred in connection with
filings with the National Association of Securities Dealers, Inc. in
connection with the Offer.
5. The Company and the Placement Agent hereby agree as follows:
(a) The Company will indemnify and hold harmless the Placement Agent and
each of its respective partners, directors, officers, associates,
affiliates, subsidiaries, employees, consultants, attorneys and agents,
and each person, if any, controlling the Placement Agent or any of its
affiliates within the meaning of either Section 15 of the Act, or
Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), from and against any and all losses, claims, damages,
liabilities or costs (and any reasonable legal or other expenses
incurred by such Placement Agent in investigating or defending the same
or in giving testimony or furnishing documents in response to a request
of any government agency or to a subpoena) in any way relating to,
arising out of or caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
in any way relating to, arising out of or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Such
indemnity agreement shall not, however, apply to any such loss, claim,
damage, liability, cost or expense (i) which is held in a final
judgment of a court of competent jurisdiction (not subject to further
appeal) to have arisen out of the gross negligence or willful
misconduct of the Placement Agent or any indemnitee described in this
paragraph 5(a) or (ii) which arises out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon
and in conformity with written information furnished to the Company by
the Placement Agreement expressly for use in the Registration Statement
(it being understood that the only such information furnished to the
Company by the Placement Agent for such use in the second sentence of
the first paragraph, the first sentence of the second paragraph and the
fourth paragraph under the caption Plan of Distribution set forth in
the Prospectus).
(b) The Placement Agent will indemnify and hold harmless the Company and
each of its directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys, agents, and each person controlling
the Company or any of its affiliates within
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the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages,
liabilities, costs or expenses (and any reasonable legal or other
expenses incurred by such indemnitee in investigating or defending the
same or in giving testimony or furnishing documents in response to a
request of any government agency or to a subpoena) (i) which are held
in a final judgment of a court of competent jurisdiction (not subject
to further appeal) to have arisen out of the gross negligence or
willful misconduct of such Placement Agent or any of its respective
partners, directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys and agents, and each person, if any,
controlling the Placement Agent or any of its affiliates within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act,
(ii) which result from violations by the Placement Agent of law or of
requirements, rules or regulations of federal or state securities
regulators, self-regulatory associations or organizations in the
securities industry, stock exchanges or organizations with similar
functions or responsibilities with respect to securities brokers or
dealers, as determined by a court of competent jurisdiction or
applicable federal or state securities regulators, self-regulatory
associations or organizations in the securities industry or stock
exchanges or organizations, as applicable or (iii) which result from
untrue statements or omissions, or alleged untrue statements or
omissions, made in the Prospectus (or any supplement thereto) in
reliance upon and in conformity with written information furnished to
the Company by the Placement Agreement expressly for use in the
Prospectus (or any supplement thereto) (it being understood that the
only such information furnished to the Company by the Placement Agent
for such use in the second sentence of the first paragraph, the first
sentence of the second paragraph and the fourth paragraph under the
caption Plan of Distribution set forth in the Prospectus).
(c) If any action, proceeding or investigation is commenced as to which any
indemnified party hereunder proposes to demand indemnification under
this Agreement, such indemnified party will notify the indemnifying
party with reasonable promptness. The indemnifying party shall have the
right to retain counsel of its own choice (which counsel shall be
reasonably satisfactory to the indemnified party) to represent it and
such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with the indemnified party and any counsel
designated by the indemnified party. The indemnifying party will not be
liable under this Agreement for any settlement of any claim against the
indemnified party made without the indemnifying party's written
consent.
In order to provide for just and equitable contribution, if a
claim for indemnification pursuant to this Section 5 is made but it is found in
a final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Placement Agent, on the other hand, shall
contribute to the losses, claims, damages, liabilities or costs to which the
indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees
actually paid by the Company and received by the Placement Agent pursuant to
this Agreement), and also the relative fault of the Company, on the one hand,
and the Placement
4
Agent, on the other hand, in connection with the statements, acts or omissions
which resulted in such losses, claims, damages, liabilities or costs, and the
relevant equitable considerations shall also be considered. No person found
liable for a fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who is not also
found liable for such fraudulent misrepresentation. Notwithstanding the
foregoing, the Placement Agent shall not be obligated to contribute any amount
hereunder that exceeds the fees received by the Placement Agent in respect to
the offering and sale of the Securities.
6. The Company represents and warrants to the Placement Agent as of the
date hereof and as of each Closing Date as follows:
(a) The Company met the requirements for use of Form S-3 under the Act at
the time of its effectiveness. The Company's Registration Statement (as
defined below) was declared effective by the SEC (as defined below) and
the Company has filed such post-effective amendments thereto as may be
required prior to the execution of this Agreement and each such
post-effective amendment became effective. The Registration Statement
is effective and valid for purposes of the Offer and the sale of the
Securities contemplated by the Purchase Agreement. The SEC has not
issued, and to the Company's knowledge, the SEC does not intend nor has
it threatened to issue, a stop order with respect to the Registration
Statement, nor has it otherwise suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or
permanently, nor, to the Company's knowledge, does it intend or has it
threatened to do so. On the effective date, (i) the Registration
Statement complied in all material respects with the requirements of
the Act and the rules and regulations promulgated under the Act (the
"Regulations"); at the effective date the Basic Prospectus (as defined
below) complied, and at the Closing the Prospectus will comply, in all
material respects with the requirements of the Act and the Regulations;
and (ii) the Registration Statement at the effective date and as
amended or supplemented on the date hereof and on the Closing Date did
not, does not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the
Prospectus as of any such time, did not, does not and will not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity
with information furnished to the Company in writing by (i) the
Placement Agent or its affiliates or (ii) by any of the Purchasers or
any of their respective affiliates, in each case, expressly for use
therein. As used in this Agreement, the term "Registration Statement"
means the "shelf" registration statement on Form S-3 (File No.
333-113384) as declared effective by the Securities and Exchange
Commission (the "SEC"), including exhibits, financial statements,
schedules and documents incorporated by reference therein. The term
"Basic Prospectus" means the prospectus included in the Registration
Statement. The term "Prospectus Supplement" means the prospectus
supplement specifically relating to the Securities as shall be filed
with the SEC pursuant to Rule 424 under the Act in connection with the
sale of the Securities. The term "Prospectus" means the Basic
Prospectus and the Prospectus Supplement. Any reference in this
Agreement to the
5
Registration Statement or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein as of the
date hereof or the date of the Prospectus, as the case may be, and any
reference herein to any amendment or supplement to the Registration
Statement or the Prospectus shall be deemed to refer to and include any
documents filed after such date and through the date of such amendment
or supplement under the Exchange Act and so incorporated by reference.
(b) Since the date as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (A)
there has been no material adverse change or any development involving
a prospective material adverse change in or affecting the condition,
financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and the subsidiaries of the Company,
if any (the "Subsidiaries") considered as one enterprise, whether or
not arising in the ordinary course of business, (B) there have been no
transactions entered into by the Company or any of its Subsidiaries,
other than those in the ordinary course of business, which are material
with respect to the Company and its Subsidiaries considered as one
enterprise, and (C) other than regular quarterly dividends, there has
been no dividend or distribution of any kind declared, paid or made by
the Company on any class of its capital stock.
(c) The Company has been duly incorporated and is validly existing in good
standing under the laws of the State of Maryland. Each of the
Subsidiaries of the Company has been duly organized and is validly
existing in good standing under the laws of its jurisdiction of
organization. Each of the Company and its Subsidiaries has the
requisite power and authority to own and lease its properties and to
conduct its business as described in the Prospectus; and each of the
Company and its Subsidiaries is duly qualified to transact business in
each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify would not have a
material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company and
its Subsidiaries considered as one enterprise.
(d) As of the date hereof, the authorized capital stock of the Company
consisted of 100,000,000 shares of common stock and 10,000,000 shares
of convertible preferred stock, par value $.01 per share, of which
7,135,431 shares of common stock and 909,090 shares of Series B
Cumulative Convertible Preferred Stock, are issued and outstanding as
of such date. The issued and outstanding shares of the Company's
capital stock have been duly authorized and validly issued and are
fully paid and non-assessable; the Securities have been duly
authorized, and when issued and delivered as contemplated hereby, will
be validly issued, fully paid and non-assessable and will be listed,
subject to notice of issuance, on the AMEX; the Securities and the
shares of capital stock of the Company conform to all statements
relating thereto contained in the Prospectus; and the issuance of the
Securities is not subject to preemptive or other similar rights. No
order halting or suspending trading in securities of the Company nor
prohibiting the sale of such securities has been issued to and is
outstanding against the Company or its directors, officers or promoters
and no investigations or proceedings for such purposes are pending or
threatened.
6
(e) Neither the Company nor any of its Subsidiaries is in violation of its
organizational documents or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, loan agreement, note, lease or
other instrument or agreement to which the Company or any of its
Subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of the Company or any of its
Subsidiaries is subject where such violation or default would have a
material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company and
its Subsidiaries considered as one enterprise; and, the execution,
delivery and performance of this Agreement, the Purchase Agreement, and
the issuance and delivery of the Securities and the consummation of the
transactions contemplated herein have been duly authorized by all
necessary action (and on the Closing Date, the issuance and delivery of
the Securities and the consummation of the transactions contemplated
herein will have been duly authorized by all necessary action required
by the AMEX with respect thereto) and will not conflict with or
constitute a material breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its Subsidiaries pursuant
to, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument or agreement to which the Company or any of its
Subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of the Company or any of its
Subsidiaries is subject, nor will any such action result in any
violation of the provisions of the articles of incorporation, by-laws
or other organizational documents of the Company or any of its
Subsidiaries or any applicable law, administrative regulation or
administrative or court decree.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of each Closing Date,
operates in a manner that qualifies it as a "real estate investment
trust" under the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder and will be so qualified after giving
effect to the sale of the Securities.
(g) The Company is not required to be registered under the Investment
Company Act of 1940, as amended.
(h) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened or contemplated, against or
affecting the Company or any of its Subsidiaries, which is required to
be disclosed in the Prospectus (other than as disclosed therein), or
which might result in any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as
one enterprise, or which might materially and adversely affect their
respective property or assets or which might materially and adversely
affect the consummation of this Agreement and the Purchase Agreement;
all pending legal or governmental proceedings to which the Company or
any of its Subsidiaries is a party or of which any of their respective
property or assets is the subject which are not described in the
Prospectus, including ordinary routine litigation incidental
7
to its business, are, considered in the aggregate, not material to the
business of the Company and its Subsidiaries considered as one
enterprise.
(i) No authorization, approval or consent of any court or United States
federal or state governmental authority or agency is necessary in
connection with the sale of the Securities hereunder.
(j) The Company and its Subsidiaries possess such material certificates,
authorities or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct the business
now conducted by them, and neither the Company nor any of its
Subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as
one enterprise, nor, to the knowledge of the Company, are any such
proceedings threatened or contemplated.
(k) The Company has full power and authority to enter into this Agreement,
and this Agreement has been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms
except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the rights or remedies of creditors or (ii) the effect of
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court before
which any proceeding therefor may be brought.
(l) The Company has good and marketable title to all of the properties and
assets reflected in the financial statements contained in the
Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
kind except those reflected in such financial statements (or as
otherwise described in the Prospectus) or which are not material or
which constitute customary provisions of mortgage loans secured by the
Company's properties creating obligations of the Company with respect
to proceeds of the properties, environmental liabilities and other
customary protections for the mortgagees.
(m) Any certificate signed by any officer of the Company and delivered to
the Placement Agent or to counsel for the Placement Agent shall be
deemed a representation and warranty by the Company to the Placement
Agent as to the matters covered thereby.
7. The Placement Agent represents and warrants to the Company that, (i) it
is registered as a broker-dealer under the Exchange Act and licensed or
otherwise qualified to do business as a broker-dealer in all states in
which it will offer any Securities pursuant to this Agreement, (ii) it
will not provide the potential investors with any information or other
materials other than the Prospectus and (iii) the Placement Agent will
only act as agent in those jurisdictions in which it is authorized to
do so.
8
8. Please be advised that the Placement Agent and its affiliates are
engaged in a broad range of securities activities and financial
services. In the ordinary course of the Placement Agent's business, the
Placement Agent or its affiliates (i) may at any time hold long or
short positions, and may trade or otherwise effect transactions, for
the Placement Agent's own account or the accounts of customers, in debt
or equity securities of any prospective investor, the Company or any
other company that may be involved in any proposed offering of the
Securities and (ii) may at any time be providing or arranging financing
and other financial services to a prospective investor or other
companies that may be involved in a competing transaction.
9. This Agreement, including any right to indemnity or contribution
hereunder, shall inure to the benefit of and be binding upon the
Company and you and such other parties entitled to indemnification
pursuant to the terms of Section 5, and the respective successors and
assigns of such parties. Nothing in this Agreement is intended, or
shall be construed, to give to any other person or entity any right
hereunder or by virtue hereof. This Agreement may not be assigned by
the Company or you without the prior written consent of the other party
hereto.
10. This Agreement constitutes the entire agreement among the parties
hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, among the parties hereto with respect to
the subject matter hereof and thereof. This Agreement may be amended
only in a writing that is executed by each of the parties hereto.
11. This Agreement shall be governed by the laws of the State of New York
governing contracts made and to be performed in such State without
giving effect to principles of conflicts of law. Any right to trial by
jury in any action, proceeding or counterclaim (whether based upon
contract, tort or otherwise) related to or arising out of the Offer,
and the Placement Agent's activities pursuant to, or the performance by
the Placement Agent of the services contemplated by, this Agreement is
hereby waived. The Company hereby submits to the non-exclusive
jurisdiction of the federal and New York State courts located in the
City of New York in connection with any dispute related to this
Agreement or any of the matters contemplated hereby. The Company agrees
that any legal suit, action or proceeding brought by the Placement
Agent, any of its affiliates or any indemnified party to enforce any
rights under or with respect to this Agreement or the Offer may be
instituted in any state or federal court in the City of New York, State
of New York, waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding and irrevocably submits to the
non-exclusive jurisdiction of any such court in any such suit, action
or proceeding. Nothing in this Section 11 shall affect the right of the
Placement Agent, any of its affiliates or any indemnified party to
serve process in any manner permitted by law or limit the right of the
Placement Agent, any of its affiliates or any indemnified party to
bring proceedings against the company in the courts of any jurisdiction
or jurisdictions.
12. In the event that any provision hereof shall be determined to be
invalid or unenforceable in any respect, such determination shall not
affect such provision in any other respect or any other provision
hereof, which shall remain in full force and effect. This Agreement may
be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to
be the same Agreement.
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If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.
Sincerely,
BNP RESIDENTIAL PROPERTIES, INC.
By:
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief Financial Officer
Accepted by:
XXXXX & STEERS CAPITAL ADVISORS, LLC
By:
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
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Annex I
Form of Comfort Letter
11
Xxxxx XX
Form of Opinion of Xxxxxx & Bird LLP
12
