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EXHIBIT 7.1
SHARE PURCHASE AGREEMENT
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THIS SHARE PURCHASE AGREEMENT ("Agreement") is made and entered into as
of the 30th day of January, 1998, by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Seller") and
Baseline Hospitality Properties, LTD, an Arizona limited partnership,
("Purchaser").
R E C I T A L S:
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A. Seller owns 183,001 Common Shares without par value of Realty ReFund
Trust, an Ohio unincorporated real estate investment trust (the "Trust").
B. Seller desires to sell 162,200 of such Common Shares (the "Shares")
to Purchaser, and Purchaser desires to purchase the Shares from Seller.
A G R E E M E N T S:
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In consideration of the above Recitals and of the mutual promises set
forth below, the parties to this Agreement, intending to be legally bound,
agree as follows:
1. PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and
Purchaser hereby agrees to purchase from Seller, the Shares for the price and in
the manner hereinafter provided.
2. PURCHASE PRICE; PAYMENT TERMS. The purchase price to be paid by
Purchaser to Seller for the Shares shall be Four Dollars and Seventy-Five Cents
($4.75) per Share, for an aggregate purchase price of Seven Hundred Seventy
Thousand Four Hundred Fifty Dollars ($770,450)(the "Purchase Price"). Purchaser
shall pay the Purchase Price on the date hereof by certified bank check payable
to Seller or by wire transfer of funds to an account designated by Seller.
3. OWNERSHIP; AUTHORITY. Seller represents and warrants that he is the
lawful owner of the Shares free and clear of all liens and encumbrances of any
kind whatsoever and that he has full power and authority to sell the Shares
pursuant to this agreement. Such representations will survive the sale of the
Shares hereunder.
4. DELIVERIES BY SELLER. Contemporaneously with the execution of this
Agreement, Seller shall deliver to Purchaser Seller's original share
certificates (the "Certificates") representing at least the aggregate number of
the Shares, which certificates shall be duly endorsed for transfer or
accompanied by appropriate stock powers duly endorsed and sufficient to cause
the transfer of the Shares to Purchaser. Upon receipt of the Certificates,
Purchaser shall deliver the same to the Trust's transfer agent. Purchaser shall
cause the Trust to instruct its
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transfer agent to cancel such certificates and issue new certificates for the
Shares in such names and denominations as Purchaser shall direct. To the extent,
if any, that the Certificates represent a number of Common Shares greater than
the Shares, Purchaser shall cause the Trust to instruct its transfer agent to
issue new certificates for such number of Common Shares in excess of the Shares
in such names and denominations as Seller shall direct.
5. ACKNOWLEDGEMENTS. The parties hereto acknowledge that the sale of
the Shares has not been registered with the Division of Securities of the State
of Ohio, with any other state securities regulatory body, or with the Securities
and Exchange Commission of the United States. Purchaser represents: that its
acquisition of the Shares is for its own account for purposes of investment only
and is not being made with a view to the distribution thereof; that the Shares
will not be sold without registration or other compliance with the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations thereunder;
that the Shares are "restricted securities" as such term is defined in the rules
promulgated under the Act; and that it is fully informed of the applicable
limitations upon the resale of such "restricted securities" under Rule 144 of
the Act and otherwise. Purchaser hereby acknowledges that the certificates
representing the Shares may bear a restrictive legend and that a stop transfer
order may be placed in respect thereof.
6. BINDING EFFECT. This Agreement shall be binding on, and inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement at Cleveland, Ohio as of the date first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
"Seller"
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, Agent
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"Purchaser"