PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement is dated as of the 1st day of December, 2000 by and among Home
Properties of New York, L.P., a New York limited partnership, Conifer Realty Corporation, a Maryland
corporation and Home Properties Management, Inc., d/b/a Conifer Construction, a Maryland corporation
(collectively and jointly and severally, as their interests may appear, "Home Properties") and Conifer Realty,
LLC, a newly formed New York limited liability company ("New Conifer").
WHEREAS, Home Properties desires to sell certain tangible and intangible property used in connection with its
single family and multifamily affordable housing development business in consideration for the receipt of the
consideration set forth below; and
WHEREAS, New Conifer wishes to acquire those assets in consideration for the payment of the consideration
set forth below;
NOW THEREFORE, the parties hereto agree as follows:
Subject to the terms and conditions set forth in this Agreement, Home Properties on the Closing Date (as
hereinafter defined) shall sell, assign, transfer and deliver to New Conifer the assets described in Sections 1.1
through 1.3 below (the "Assets").
1.1. Development Pipeline. All of Home Properties' right, title and interest in and to the development projects
described in the attached Schedule 1.1A (the "Pipeline Projects") including but not limited to Home Properties'
interests in any entities formed prior to the Closing Date (as hereinafter defined) to develop the Pipeline Projects
(whether as general partner, manager, managing member, initial limited partner, initial member or the like and
including the investments made in connection with those interests by Home Properties as set forth on Schedule
1.1B) and all consents, approvals, licenses and permits relating to the Pipeline Projects, Home Properties
development agreements and related development documents and/or "designated developer status", if any, with
respect to the