EXHIBIT 10.11
SALE AND SUBSCRIPTION AGREEMENT
OF
MEMBERSHIP INTERESTS IN LAGUNA INVESTMENTS L.L.C. ("LAGUNA")
This sale and subscription agreement concerning below described
securities, of which $10.00 and other good and valuable consideration is paid by
each party to the other, (and receipt is hereby acknowledged) is effective as of
September 29, 2003.
Each of the undersigned agree to the following terms and conditions of
this sale and subscription agreement:
1. Seller. The seller of certain securities as itemized below is Great
Western Land and Recreation, Inc. ("Great Western"). Great Western represents
that it owns a 92.9% interest in Laguna, and that on this date it is selling a
6.37% interest in Laguna to Lafayette Financial Services, L.L.C. ("Lafayette").
Great Western also represents that Laguna owns a 25.52% membership interest in
Laguna @ Arrowhead Ranch Apartments, L.L.C. ("Laguna Apartments"). Laguna
Apartments is a 160-unit luxury apartment project located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
2. Buyer. The buyer of the membership interest in Laguna is ▇▇▇▇▇
Partners, L.L.C. ("▇▇▇▇▇ Partners").
3. Purchase of Ownership. Great Western shall sell and ▇▇▇▇▇ Partners
shall buy, a 3.0% interest in Laguna. Great Western, Lafayette and ▇▇▇▇▇
Partners (collectively "the Members") together will own 100% of the membership
interests in Laguna. This transaction shall not affect in any way the membership
in Laguna Apartments by Laguna. Should all of the Members agree, Laguna's
interests in Laguna Apartments may be assigned directly to the Members, in which
case the Members agree that they will make a "best efforts" attempt to assign
the interests in Laguna Apartments directly.
4. Voting. The Members agree that as long as each hold at least 50% of
their respective membership interests as of the date of this Agreement, each
will have one vote regarding a mutual action plan, or any action plan that will
impact the value, cause a sale, or cause an acquisition of additional interests
in Laguna or in Laguna Apartments. The right to exercise the one vote each among
the Members is non-transferable except with the written approval of the other
Members.
5. Encumbrances or Transfers. The Members agree that none of the
Members will allow any portion of their membership interests, including any
membership interests acquired after the date of this Agreement, to be encumbered
or transferred, except with the written approval of the other Members. The
Members recognize the importance of this restriction for the mutual benefit of
all parties to this Agreement. The transfer of any of the membership interests
by any Member shall be null and void and the transferee shall have no right to
vote such membership interests or receive dividends or cash distributions on
such membership interests unless such transfer conforms with the terms of this
Agreement.
6. Right of First Refusal. Each Member shall have a right of first
refusal if any portion of the membership interest in Laguna is being offered for
sale by another Member. If a Member receives an offer to purchase any or all of
its interest, the other Members shall be notified within five business days of
the offer. The written notification shall contain the exact terms and conditions
of the offer. Each Member will then have 30 days to respond as to their desire
to purchase the membership interest. If over 100% of the offered membership
interest is subscribed, then the other members may purchase their pro-rata share
of the offering based upon their respective ownership. If less than 100% of the
offered membership
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interest is subscribed, then the existing Member may sell his ownership to the
outside buyer, and has no obligation to sell the subscribed portion of his
ownership to the other Member or Members.
7. Transfers at Death, or to Affiliates or Direct Family Members. Upon
the death of any Member, or upon written agreement from the other Members, the
membership interests may be transferred to any subsidiary, affiliate, or direct
family member or to a Member's trust or a direct family member's trust. Any
other proposed transfer shall be considered a sale and is subject to the terms
of this Agreement.
8. Method of Payment. The Agreement Price shall be paid by the transfer
to Great Western of ▇▇▇▇▇ Partners' interest in Phoenix ▇▇▇▇▇▇ Place L.L.C.
9. Agreement Price. The price of the membership interest in Laguna
shall be based on an agreed upon value of $500,000 for 100% of Laguna.
Therefore, the price of the 3.0% interest being purchased by ▇▇▇▇▇ Partners is
$15,000.
10. Tax Return and Tax Advisor. Great Western agrees that it will
prepare all accounting materials and tax reporting materials as required by
Federal, state, and local governments. Cash management, (if any cash management
shall be required or cash in Laguna exists), will also be the responsibility of
Great Western.
11. Managing Member. Irrespective of the Operating Agreement of Laguna,
in all other matters not covered by this Agreement, Great Western shall be the
Managing Member of Laguna. Should Great Western sell more than 50% of its
interest in Laguna or wish to discontinue its role as Managing Member, then the
next largest holder of the membership interests shall be the Managing Member,
and Laguna agrees to modify the Operating Agreement of Laguna to reflect such an
arrangement.
Agreed:
/s/ ▇▇▇ ▇'▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer for ▇▇▇▇▇ Partners, L.L.C.
Great Western Land and Recreation, Inc.
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