ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment of Leases”)

is made as of September ___, 2021, by GREENS AT TRYON, LLC, a Delaware limited liability
company (“Assignor”), and CH REALTY IX-PREISS MF RALEIGH TRYON OWNER, L.P.,
a Delaware limited partnership (“Assignee”).

RECITALS

A. Assignor is this day selling to Assignee, and Assignee is purchasing from

Assignor, the Property, as such term is described in the Purchase and Sale Agreement and Joint
Escrow Instructions dated as of August 5, 2021, by and between Assignor and Preiss Co., LLC, a
North Carolina limited liability company, as assigned to Assignee (the “Contract”).

B. The Property is encumbered by the space leases described on the rent roll attached
hereto and made a part hereof as Exhibit A (collectively, the “Leases”).

C. Assignor desires to assign to Assignee, and Assignee desires to assume from

Assignor, all of Assignor’s right, title and interest in, to and under the Leases.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee all of its right,
title and interest in the Leases, and delivers the same to Assignee.

2. Acceptance. Assignee accepts the assignment made hereby, acknowledges

receipt of the Leases and assumes and agrees to perform, as a direct obligation to Tenant, all
duties and obligations required to be performed by Assignor under the Leases to the same extent
as if Assignee had been an original party thereto.

3. Assignor's Representations. Assignor hereby represents and warrants to Assignee

that (a) the attached listing of Leases are true, correct, description of the lease parties and dates
of the lease; (b) the Leases have not been further modified, amended, terminated, or canceled; (c)
the Leases are the only agreement between Assignor and Tenant with respect to or otherwise
affecting the property; (d) to the best of Assignor's knowledge no uncured default exists in the
performance of any of its obligations thereunder; (e) to the best of Assignor's knowledge no
threatened or pending claims exist with respect to or arising out of the Leases, and Exhibit A
attached hereto includes any security deposits currently held by Assignor for which Assignee
will be credited at closing.

4. Indemnification. Assignor agrees to indemnify and hold Assignee harmless from

and against any and all liability Assignee may have to Tenant for performance or
nonperformance of all duties and obligations required to be performed by Assignor under the
Leases with respect to, or based upon, any facts or circumstances which arose on or before the
date hereof. Assignee agrees to indemnify and hold Assignor harmless from and against any and
all liability Assignor may have to Tenant for performance or nonperformance of all duties and

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obligations required to be performed by Assignor under the Lease, with respect to, or based
upon, any facts or circumstances which arose during any period after the date hereof including
all responsibilities concerning the tendered security deposits listed hereinafter.

5. Assignor’s Duty to Defend. In the event any claim, action or proceeding is

brought by any person against Assignee with respect to which Assignor has agreed to indemnify
and hold harmless Assignee under Section 4 above, then, upon notice from Assignee, Assignor
shall defend Assignee at Assignor’s expense by counsel satisfactory to Assignee.

6. Assignee's Duty to Defend. In the event any claim, action or proceeding is

brought by any person against Assignor with respect to which Assignee has agreed to indemnify
and hold harmless Assignor under Section 4 above, then, upon notice from Assignor, Assignee
shall defend Assignor at Assignee's expense by counsel satisfactory to Assignor.

7. Successors and Assigns. This Assignment of Leases shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.

8. Miscellaneous. This Assignment may be executed in counterparts, each of which

shall be deemed an original and all of which shall constitute one and the same instrument.
Signatures transmitted electronically by PDF shall be valid and enforceable as original
signatures.

[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and
Assumption of Leases to be duly executed as of the date first written above.

ASSIGNOR:

GREENS AT TRYON, LLC,

a Delaware limited liability company

By: FCP Fund III Trust,

a Maryland real estate investment trust,
its Sole Member

By:

Name:

Title:

ASSIGNEE:

TRYON APTS, LLC,

a Delaware limited liability company

By: FCP Fund III Trust,

a Maryland real estate investment trust,
its Sole Member

By:

Name:

Title:

AFDOCS/24560060.2
 Exhibit A

Rent Roll

[See Attached]

AFDOCS/24560060.2