AMENDMENT TO PURCHASE AND OPTION AGREEMENT
by and between
SHF ACQUISITION CORPORATION
and
MURIETA INVESTORS, LLC
dated October 7, 1996
SHF Acquisition Corporation, a Nevada Corporation (Seller) and Murieta
Investors, LLC, a California Limited Liability Company (Buyer) desire to amend
that certain Purchase and Option agreement dated October 7, 1996, as follows:
1. Seller will grant to Buyer an Option to purchase up to 34 lots, if
said number of lots are available during the Option Period (the Option Lots),
located in the subdivision commonly referred to as ▇▇▇▇ ▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of Sacramento, State of California. Seller will also
grant to Buyer a First Right of Refusal for the sale of Multiple (three or more)
Lots to a single Third Party Purchaser. Said First Right of Refusal shall be
issued to Buyer upon the Seller's receipt of a bonafide offer to purchase three
(3) or more lots from the Sellers remaining unsold lots in Unit 6. Buyer shall
have five (5) business days, from the date of Sellers notification of a bonafide
offer to purchase Multiple Lots, to submit to Seller an executed purchase
agreement on the same terms and conditions as set forth in the Third Party
Purchase offer of purchase. In the event that Buyer fails to submit such
executed purchase offer to Seller within five (5) business days, then all Buyer
rights associated with the First Right of Refusal for the identified lots shall
be waived and thereafter have no force or effect, except that in the event,
should the Third Party Purchaser seek to modify the purchase price or Seller
financing of the purchase on terms more favorable to the Third Party Purchaser
than contained in the original purchase agreement, then Buyer shall be so
notified and the five (5) day First Right of Refusal reinstated for those lots
contained in the purchase agreement. A Third Party Purchaser shall be a person
or entity, with no affiliation to Seller.
2. Buyer shall have the right to exercise the Option in multiple phases
and in such increments as Buyer desires, until Buyer has purchased all of the
Option Lots. Notwithstanding the foregoing, Buyer will purchase a minimum of six
(6) of the Option Lots on the first Option Exercise Date and a minimum of four
(4) of the Option Lots on each Option Exercise Date thereafter.
3. The first Option Exercise Date shall be December 1, 1998 (the Initial
Option Date). Additional Option Dates will be every six months following the
Initial Option Date. If any Options are not exercised subsequent to the Initial
Option Date, then the number of remaining Option Lots shall be reduced by the
number of Option Lots not exercised. In the event, that Buyer fails to exercise
two (2) consecutive Options to purchase, then all remaining Options and First
Right of Refusal rights shall be terminated by operation of this amendment and
without notice.
4. The Option Lots to be purchased will be identified by Buyer and
approved by Seller prior to each Option Exercise Date with no more than one half
(1/2) of the Option Lots being located on the fairway of the golf course next to
the Sellers property.
5. The purchase price of the Option Lots will be $50,000.00 per lot
purchased plus reimbursement to Seller of Park Fees paid to Rancho Murieta
Association and 20% of the lesser of (i) the Gross Sales Price or (ii) the Basic
Sales Price, as both are defined in the Purchase and Option Agreement dated
October 7, 1996, less $50,000.00.
6. If Buyer has not completed a single family residence on any of the
Option Lots purchased within nine months of the purchase date, then Buyer will
at Sellers option and upon Sellers inspection of the construction status, either
(1) pay to Seller the balance of the lot purchase price as defined by the
Sellers Lot Price List as of the date of this amendment, or (2) extend the
completion date. Should Seller elect (1) above, Buyer will have thirty (30) days
to tender to Seller the balance of the purchase price. Seller will discount the
purchase price Buyer based on the following schedule:
Single lot 0%
Two lots 3%
Three lots 5%
Four or more 7.5%
Time is of the essence, however, should Buyers construction time be extended by
acts of nature or other acts beyond their control, i.e. governmental
intervention, the nine month time frame will be adjusted accordingly at Sellers
discretion.
It is understood by both Buyer and Seller that all other terms of the
Purchase and Option Agreement, dated October 7, 1996 shall remain in full force
and effect.
SHF ACQUISITION CORPORATION
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇▇, President
MURIETA INVESTORS, LLC
by ▇▇▇▇ ▇▇▇▇▇▇