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CONSENT AGREEMENT
THIS CONSENT AGREEMENT is dated as of April 21, 2026 (the “Agreement”) and is
by and between Newport News Redevelopment and Housing Authority, a political subdivision of
the Commonwealth of Virginia (the “Authority”) and Standard James River Owner LLC, a
California corporation and its affiliates (the “Purchaser”) which hereby requests the authorization
and consent from the Authority to acquire the James River Flats Apartments, formerly known as
the North Jefferson Square Apartments (the “Project”).
RECITALS
WHEREAS, the Purchaser intends to acquire the Project from Jefferson-Newport News
Limited Partnership, a Virginia limited partnership, together with its affiliates (the “Seller”) in
accordance with the terms of the Fee Purchase Agreement dated January 2, 2026; and
WHEREAS, the Purchaser has provided information to the Authority regarding the
transaction and presented a Resolution requesting the authorization and consent to the acquisition
of the Project by the Purchaser, a copy of which is attached as Exhibit A; and
WHEREAS, the Seller intends to transfer by operation of law all of its right, title and
interest in all of the Project assets and financing documents executed in connection with the
issuance by the Authority of its Multifamily Housing Revenue Bonds (North Jefferson Square
Apartments), Series 2013 in the aggregate principal amount of $6,725,000 (the “Bonds”),
including but not limited to, the transaction documents associated with the Bonds in any respect,
as further described in the Bond Assignment and Assignment and Assumption of All Bond
Documents and Project Assets in the form attached hereto as Exhibit B (the “Assignment and
Assumption Agreement”); and
NOW THEREFORE, the Authority and the Purchaser hereby acknowledge and do hereby
agree as follows:
PROVISIONS OF AGREEMENT
1. Acknowledgment of Consent Requirement. The Purchaser acknowledges and agrees that
the consent of the Authority is required for both the sale by the Seller of the Project and for
the satisfaction by the Purchaser of all the terms and provisions of this Agreement and the
Assignment and Assumption Agreement.
2. No Default. The Purchaser represents and warrants to the Authority that, to the best of its
knowledge, in reliance upon representations made by the Seller, no event of default exists
with respect to the Bonds or any of the transaction documents in any way associated with
the Bonds.
3. Representations are True and Correct. All of the statements made by the Purchaser to the
Authority in the Resolution presented to the Authority on April 21, 2026 are true and
correct in all material respects.
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