Limited Liability Company Interest Purchase Agreement - Wade Cook Seminars Inc. and Wespac Holdings LC
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT ("Agreement") is
entered into as of this 29th day of November, 1997, by and between Wade Cook
Seminars, Inc., a Nevada corporation ("Buyer") and Wespac Holdings, L.C., a Utah
limited liability company ("Seller").
WITNESSETH:
A. Seller owns a seven percent (7%) membership, capital and profits
interest (the "Interest") in Woods Cross Hotel Partners, L.C., a Utah limited
liability Company (the "Company"). The Company has developed and owns and
operates a Fairfield Inn by Marriott located near the intersection of 2600
South and Wildcat Way (on the I-15 Freeway frontage road) in Woods Cross,
Utah.
B. Seller desires to sell the Interest to Buyer and Buyer desires to buy
from Seller the Interest pursuant to the terms and subject to the conditions set
forth in this Agreement.
AGREEMENT
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In consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. PURCHASE AND SALE OF INTEREST. Upon the terms and subject to the
conditions set forth in this Agreement, hereby sells, assigns, transfers and
conveys the Interest to Buyer, and Buyer hereby purchases, obtains and acquires
the Interest form Seller.
2. PURCHASE PRICE. In consideration of and in exchange for the sale,
assignment, transfer and conveyance of the Interest, Buyer agrees to assign and
transfer to Seller, Ten Thousand One Hundred Eighty Two (10,182) shares of the
common stock of Wade Cook Financial Corporation, a Utah corporation, (the
"Stock"). The Stock shall be delivered to Seller through certificates, properly
endorsed for transfer, on the Closing Date as follows:
Number of
Name Shares of Stock
---- ---------------
Paul d. Christensen 6,545
Rex K. Griffiths 3,637
The Stock shall be registered and capable subject to no restrictions or
limitation, other than not more than a one year restriction on transfer, as of
the Closing Date.
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3. CLOSING. Subject to the satisfaction of the conditions set forth in
this Agreement and compliance with the other provisions hereof, the closing of
the transaction contemplated by this Agreement (the "Closing") shall take place
at SLC Utah on 11/29/97 at 10:00 a.m., local time, or at such other place and
time as shall be mutually agreeable to the parties hereto (the "(Closing Date").
At the Closing, Buyer shall deliver to Seller certificates evidencing the number
of shares of Stock specified in Sections 2 hereof, properly endorsed for
transfer, and Seller shall each deliver to Buyer an assignment of the Interest,
in the form attached as Exhibit A.
4. ASSIGNMENT OF THE INTEREST. From and after the Closing, all equitable
and legal rights, title and interests in and to the Interest shall be owned,
held and exercised by Buyer. All captial calls, obligations and liabilities,
if any, under the Company's Operating Agreement shall be the sole
responsibility of Buyer.
5. ASSIGNMENTS OF THE STOCK. From and after the Closing, all equitable
and legal rights, title and interests in and to the Stock shall be owned,
held and exercised by each member of Seller in the proportions specified in
Sections 2 above. Wade Cook Financial Corporation shall, upon surrender of
certificates no. _____ evidencing the Stock, cancel the old certificates and
issue new certificates to each member of Seller (or as they may direct) for the
number of shares of Stock as specified in Section 2 above.
6. INVESTMENT REPRESENTATIONS OF BUYER. Buyer hereby represents and
warrants to each of Sellers as follows:
(a) Buyer understands that the Interest has not been registered under
the Securities Act of 1933 (the "1933 Act") or the laws of any state, and the
transactions contemplated hereby are being undertaken in reliance upon an
exemption from the registration requirements of the 1933 Act, and reliance upon
such exemption is based upon Buyer's representations, warranties and agreements
contained in this Agreement.
(b) Buyer has received and carefully reviewed all information
necessary to enable Buyer to evaluate his investment in the Company. Buyer has
been given the opportunity to ask questions of and to receive answers from the
Company concerning its business and the Interest, and to obtain such additional
written information necessary to verify the accuracy thereof.
(c) Buy is aware the purchase of the Interest is speculative and
involves a high degree of risk. Buyer is aware that there is no guarantee that
Buyer will realize any gain from his acquisition of the Interest. Buyer further
understands that Buyer could lose the entire amount of his investment.
(d) Buyer understands that no federal or state agency or other
authority has made any finding or determination regarding the fairness of the
offer, sale and/or issuance of the Interest or has made any recommendation or
endorsement thereof or has passed in any way upon this Agreement.
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(e) Buyer: (i) is acquiring the Interest solely for Buyer's own
account for investment purposes only and not with a view toward resale or
distribution thereof, in whole or in part, (ii) has no tract, undertaking,
agreement or arrangement, in existence or contemplated, to sell, pledge,
assign or otherwise transfer the Interest to any other person, and (iii)
agrees not to sell or otherwise transfer the Interest unless and until it is
subsequently registered under the 1933 Act and any applicable state
securities laws, or unless an exemption from any such requirement is
available.
(f) Buyer is financially able to bear the economic risk of an
investment in the Interest, including the ability to hold the Interest
indefinitely and to afford a complete loss of his investment in the Interest.
Buyer has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the acquisition of the
Interest.
7. INVESTMENT REPRESENTATIONS OF SELLERS. The Seller hereby represents
and warrants to Buyer as follows:
(a) Seller has received and carefully reviewed all information
necessary to enable Seller to evaluate the investment represented by the Stock
in Wade Cook Financial Corporation. Seller has been given the opportunity to ask
questions of and to receive answers from Wade Cook Financial Corporation
concerning its business and the Stock, and to obtain such additional written
information necessary to verify the accuracy thereof.
(b) Seller is aware that the Stock is speculative and involves a high
degree of risk. Seller is aware that there is no guarantee that Seller will
realize any gain form ownership of the Stock. Seller further understands that it
could lose the entire amount of their investment.
(c) Seller is financially able to bear the economic risk of an
investment in the Stock, including the ability to hold the Stock indefinitely
and to afford a complete loss of their investment in the Stock. Seller has
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risk of the acquisition of the Stock.
8. CONDITIONS TO OBLIGATIONS OF BUYER. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment of each of the following conditions:
(a) On the Closing Date, Seller shall be the sole legal and
beneficial owner of the Interest, free and clear of all claims, liens,
mortgages, charges, security interests, encumbrances and other restrictions and
limitations of any kind and nature whatsoever.
(b) By the Closing Date, any and all necessary consents,
authorizations, orders or approvals for transfer of the Interest shall have been
obtained.
(c) Neither the execution or delivery of this Agreement nor the
performance of its obligations hereunder will conflict with or result in a
breach of or constitute a default under or result in the creation of or an
imposition of a lien upon any of the properties or assets of Seller or any
agreement too which Seller may be a party or by which its property or assets
may be subject.
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9. CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of Seller to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment of each of the following conditions:
(a) On of the Closing Date, Buyer shall be the sole legal and
beneficial owner of the Stock, free and clear of all claims, liens, charges,
security interest, encumbrances and other restrictions and limitations of any
kind or nature whatsoever.
(b) On the Closing Date, any and all necessary consents,
authorizations, orders or approvals for transfer of the Stock shall have been
obtained.
(c) Neither the execution or delivery of this Agreement nor the
performance of its obligation hereunder will conflict with or result in a breach
of or constitute a default under or result in the creation of or an imposition
of a lien upon any of the properties or assets of Buyer or any agreement to
which Buyer may be a party or by which it property or assets may be subject.
(d) Wade Cook Financial Corporation shall provide assurances of the
registration of the Stock and its willingness, upon presentation and
endorsement, to cancel certificate no. ____ and issue new certificates in the
names of the members of Seller (or as they may direct) evidencing their
ownership of the Stock as specified in Section 2 above.
10. MISCELLANEOUS.
(a) This Agreement represents the entire agreement between the
parties hereto with respect to the transactions contemplated hereby and
supersedes all prior agreements with respect thereto, whether written or oral.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah, without regard, however, to such
jurisdiction's principles of conflict of laws.
(c) This Agreement may be executed in counterpart originals, each of
which shall be an original, but all of which shall constitute only one
Agreement. A facsimile signature of any party will be binding on that party, and
any facsimile communication shall be immediately followed by a hard copy
containing such signature.
DATED as of the date first written above,.
BUYER
WADE COOK SEMINARS, INC.,
a Nevada corporation
By: /s/ Wade B. Cook
----------------------------------
Wade B. Cook, President
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SELLERS:
WESPAC HOLDINGS, L.C.,
a Utah limited liability company
By: /s/ Paul E. Christian
-------------------------------
Paul E. Christian, member
By: /s/ Rex K. Griffith
-------------------------------
Rex K. Griffith, member
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EXHIBIT A
ASSIGNMENT OF MEMBERSHIP INTEREST
FOR VALUE RECEIVED, Wespac Holdings, L.C., a Utah limited liability
company ("Assignor"), herewith sells, assigns, transfers and conveys to Wade
Cook Seminars, Inc,. a Nevada corporations ("Assignee"), the entirety of
Assignor's rights, title and interests as member of and in Woods Cross Hotel
Partners, L.C., a Utah limited liability company (the "Company"), which shall
include, without limitation, Assignor's seven percent (7%) capital and
profits interest in the Company, Assignor's capital account balance in the
Company, Assignor's distributions and liquidation rights in the Company and
Assignor's voting and management rights and powers in the Company.
This Assignment of Membership Interest in the Company is made, delivered
and shall be effective on the date hereof in accordance with and in complete
satisfaction of the requirements of Article VII of the Operating Agreement of
Woods Cross Hotel Partners, L.C. dated as of November 11, 1994.
IN WITNESS WHEREOF, Assignor has executed this Assignment by and through
its members this ___ day of November, 1997.
WESPAC HOLDINGS, L.C., a Utah
limited liability company
By: /s/ Paul E. Christensen
----------------------------------------
Paul E. Christensen, member
By: /s/ Rex K. Griffiths
----------------------------------------
Rex K. Griffiths, member
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Acknowledged, consented, approved and agreed to by Woods Cross Hotel
Partners, L.C., a Utah limited liability company (the "Company"), and each of
its members this 29th day of November, 1997, that Wade Cook Seminars Inc., a
Nevada corporation pursuant to the attached Assignment of Membership Interest
has become and at all times hereafter shall be a substitute member of the
Company as provided by Section 7.3 of the Operating Agreement of the Company
dated as of November 11, 1994, with all rights, title and interest in the
Company provided therein, and the rights and limitations of the members under
Section 7.1 of the Operating Agreement of the Company dated as of November
11, 1994 with respect to the attached Assignment of Membership Interest to
Money Chef Inc. are hereby waived and released.
WOODS CROSS HOTEL PARTNERS, L.C.,
a Utah limited liability company
BY: ITS MEMBERS
WESTERN STATES LODGING AND
DEVELOPMENT, L.C.,
a Utah limited liability company
By: The Miles Group, L.L.C., a Utah
limited liability company
By: /s/ Richard L. Miles
-------------------------------
Richard L. Miles, member
By: /s/ Stephen P. Miles
-------------------------------
Stephen P. Miles, member
By: EXMAR Company, L.C. a Utah
limited liability company
By: /s/ Gary K. Griffiths
-------------------------------
Gary K. Griffiths, member
By: /s/ Laura Jo Griffiths
-------------------------------
Laura Jo Griffiths, member
By: /s/ David R. Webster
-------------------------------
David R. Webster, member
By: /s/ Sylvia N. Webster
-------------------------------
Sylvia N. Webster, member
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WESPAC HOLDINGS, L.C., a Utah
limited liability company
By: /s/ Paul E. Christensen
----------------------------------------
Paul E. Christensen, member
By: /s/ Rex K. Griffiths
----------------------------------------
Rex K. Griffiths, member
RJT ENTERPRISES, L.C.,
a Utah limited liability company
By: /s/ Ray C. Thomas
----------------------------------------
Ray C. Thomas, member
By: /s/ Jean Thomas
----------------------------------------
Jean Thomas, member
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