Attached files
file | filename |
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10-Q - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_10q.htm |
EX-31.1 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex31-1.htm |
EX-32.1 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex32-1.htm |
EX-31.2 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex31-2.htm |
EX-32.2 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex32-2.htm |
EX-10.9 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex10-9.htm |
EX-10.10 - LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC | v193782_ex10-10.htm |
ASSIGNMENT
OF MEMBERSHIP INTEREST
ASSIGNMENT OF MEMBERSHIP INTEREST
dated as of June 30, 2010, (the “Assignment”) made by
LIGHTSTONE HOLDINGS,
LLC, a Delaware limited partnership (the “Assignor”) to LIGHTSTONE VALUE PLUS REIT II
LP, a Delaware limited partnership (the “Assignee”).
RECITALS
(1) WHEREAS,
Assignor owns a 50.5% membership interest (“Membership Interest”)
in BROWNMILL LLC, a New Jersey limited liability company (“Brownmill”).
(2) WHEREAS,
Assignor and Assignee desire to enter into this Assignment whereby Assignor will
transfer the Assigned Membership Interest (as defined below) of its Membership
Interest to Assignee.
(3) WHEREAS,
the Assignor is the legal and beneficial owner of a the Assigned Membership
Interest existing under and evidenced by that certain First Amended and Restated
Operating Agreement of Brownmill, dated as of September 27, 2005 (as it may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms, the “Operating
Agreement”).
NOW
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
Section
1. Assignment and Acceptance of
Assigned Membership Interest. As of the Effective Date (as
defined in Section 10), the Assignor hereby sells, transfers, conveys and
assigns (without recourse and, except as set forth herein, representation or
warranty) (collectively, the “Assignment”) to the
Assignee 51.98% of its Membership Interest (equaling to 26.25% interest in
Brownmill) of the Assignor’s right, title and interest in and to the Membership
Interest and of its right under the Operating Agreement, including, without
limitation, all its (a) rights to receive moneys due and to become due under or
pursuant to the Operating Agreement, (b) rights to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Operating
Agreement, (c) claims for damages arising out of or for breach of or default
under the Operating Agreement, and (d) rights to perform thereunder and to
compel performance, and otherwise exercise all rights and remedies
thereunder. The percentage interest of the Assignor’s right, title
and interest in the Membership Interest and of the Assignor’s rights under the
Operating Agreement that are being assigned to the Assignee pursuant to this
Agreement are hereinafter referred to as the “Assigned Membership
Interest”. The Assignee, upon the execution of this
Assignment, hereby accepts from the Assignor the Assigned Membership Interest
and agrees to become a successor member in Brownmill in the place and stead of
the Assignor to the extent of the Assigned Membership Interest and to be bound
by the terms and provisions of the Operating Agreement.
Section
2. Capital
Account. On or prior to the Effective Date, all profits and
losses, and all other items of income, gain, loss deduction or credit, allocable
to the Assigned Membership Interest shall be credited or charged, as the case
may be, to the Assignee and the Assignee shall be entitled to the portion of all
distributions, payments or other allocations payable in respect of the Assigned
Membership Interest, regardless of the source of such distributions, payments or
other allocations or the date on which they were earned.
Section
3. Representations and
Warranties of the Assignor. The Assignor represents to
Assignee as of the Effective Date, that:
(a) This
Assignment has been duly executed and delivered by the Assignor and is a valid
and binding obligation of the Assignor, enforceable in accordance with its
terms; and
(b) The
Assignor is the sole owner of the Assigned Membership Interest free and clear of
any liens, and the Assignee, upon consummation of the Assignment hereunder,
shall acquire good title to the Assigned Membership Interest.
Section
4. Covenants of the
Assignor. Assignor agrees that (i) Assignor shall not assert
that the Assignment is invalid, ineffective or void on the basis that the
Assignment conflicts with or violates any provision of the Operating Agreement
and (ii) anything in the Operating Agreement to the contrary notwithstanding,
Assignor shall impose no condition on Assignee’s admission as a member of
Brownmill.
Section
5. Filings. On
or as soon as practicable after the Effective Date, the Assignee shall file and
record or cause to be filed and recorded with all proper offices or agencies all
documents and instruments required to effect the terms herein, if any,
including, without limitation, (a) this Assignment and (b) any limited liability
company and assumed or fictitious name certificate or certificates and any
amendments thereto.
Section
6. Future
Assurances. Each of the Assignor and the Assignee mutually
agrees to cooperate at all times from and after the date hereof with respect to
any of the matters described herein, and to execute such further deeds, bills of
sale, assignments, releases, assumptions, notifications or other documents as
may be reasonably requested for the purpose of giving effect to, evidencing or
giving notice of the assignment evidenced hereby.
Section
7. Successors and
Assigns. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
Section
8. Modification and
Waiver. To the fullest extent permitted by law, no supplement,
modification, waiver or termination of this Assignment or any provisions hereof
shall be binding unless executed in writing by all parties hereto.
Section
9. Counterparts. Any
number of counterparts of this Assignment may be executed. Each
counterpart will be deemed to be an original instrument and all counterparts
taken together will constitute one agreement. Delivery of an executed
counterpart of a signature page to this Assignment by telecopier shall be as
effective as delivery of a manually executed counterpart of this
Assignment.
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Section
10. Execution: Effective
Date. This Assignment will be binding and effective and will
result in the assignment of the Assigned Membership Interest on the date first
written above (the “Effective
Date”).
Section
11. Governing
Law. This Assignment will be governed by the laws of the State
of Delaware.
[SIGNATURE
PAGES FOLLOW]
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IN
WITNESS WHEREOF, the undersigned parties have duly executed and delivered this
Agreement as of the day and year first written above.
ASSIGNOR: | |||
LIGHTSTONE
HOLDINGS, LLC, a Delaware limited liability company
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By:
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Name:
David Lichtenstein
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Title:
Managing Member
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ASSIGNEE:
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LIGHTSTONE
VALUE PLUS REIT II LP
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By:
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LIGHTSTONE
VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation,
its General Partner
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By:
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Name:
Donna Brandin
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Title:
Chief Financial Officer
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