EXHIBIT 10.1 AGREEMENT OF PURCHASE AND SALE OF ASSETS This AGREEMENT OF PURCHASE AND SALE OF ASSETS is made and entered into as of the 31st day of December, 1997, by and between New Quincy Mining Company, a Utah corporation, having its principal...Purchase and Sale Agreement • March 6th, 1998 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Utah
Exhibit 10.16 - FIRST AMENDMENT TO OPERATING AGREEMENT OF UPK/DMB, LLCOperating Agreement • November 20th, 2000 • United Park City Mines Co • Land subdividers & developers (no cemeteries)
RECITALS:Contribution Agreement • June 30th, 2000 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Utah
REINSTATEMENT OF AGREEMENT AND PLAN OF MERGERReinstatement of Agreement and Plan of Merger • May 16th, 2003 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
This Reinstatement of Agreement and Plan of Merger (the "Reinstatement Agreement") is dated as of May 12 , 2003, by and among Capital Growth Partners LLC, a Utah limited liability company (the "Purchaser"), United Park City Mines Company, a Delaware corporation (together with its Subsidiaries, the "Company"), Loeb Investors Co. XL, a New York partnership ("Seller" or "Loeb"), and CGP Acquisition, Inc. a Delaware corporation and a wholly owned subsidiary of the Purchaser ("Merger Subsidiary").
PREAMBLE -------- This Employment Agreement (this "Agreement") is made by and between United Park City Mines Company, a Delaware corporation (the "Company"), and Hank Rothwell ("Rothwello") to be effective as of the 1st day of June, 1997. RECITALS...Employment Agreement • March 30th, 1998 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Utah
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 27th, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 26, 2002, among Capital Growth Partners, LLC, a Utah limited liability company (the "Purchaser"), United Park City Mines Company, a Delaware corporation (together with its Subsidiaries, the "Company"), those entities and individuals whose names are set forth on Schedule A attached hereto (collectively, the "Sellers" and each individually a "Seller"), and CGP Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of CGP ("Merger Subsidiary").
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 23rd, 2003 • United Park City Mines Co • Land subdividers & developers (no cemeteries)
The undersigned parties to the action now pending in the Third Judicial District Court in and for Summit County, Utah (the "Court"), entitled Pennsylvania Avenue Partners LLC v. United Park City Mines Co., et al., Case No. 030500337 (the "Action"), have reached an agreement in principle providing for the settlement of the Action on the terms and subject to the conditions set forth below.
Exhibit A AGREEMENT OF JOINT FILINGJoint Filing Agreement • February 27th, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries)
The undersigned hereby agree that this Schedule 13D with respect to the sale of the common stock of United Park City Mines Company pursuant to the Stock Purchase Agreement is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Utah
This Employment Agreement (this "Agreement") is made by and between United Park City Mines Company, a Delaware corporation (the "Company"), and Hank Rothwell ("Rothwell") to be effective as of the 1st day of June, 2000.
FIRST AMENDMENT TO REINSTATEMENT OF AGREEMENT AND PLAN OF MERGERReinstatement of Agreement and Plan of Merger • June 23rd, 2003 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
This First Amendment to Reinstatement of Agreement and Plan of Merger (this "Amendment") is dated as of June 20, 2003, by and among Capital Growth Partners LLC, a Utah limited liability company (the "Purchaser"), United Park City Mines Company, a Delaware corporation (together with its Subsidiaries, the "Company"), Loeb Investors Co. XL, a New York partnership ("Seller" or "Loeb"), and CGP Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser ("Merger Subsidiary").
STOCK PURCHASE AGREEMENT among CAPITAL GROWTH PARTNERS, LLC a Utah limited liability company and UNITED PARK CITY MINES COMPANY a Delaware corporation and SELLERS referred to herein Dated as of February 21, 2002Stock Purchase Agreement • February 22nd, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of February 21, 2002, by and among Capital Growth Partners, LLC, a Utah limited liability company ("Purchaser"), United Park City Mines Company, a Delaware corporation (together, with its Subsidiaries, the "Company"), and those entities whose names are set forth on Schedule A attached hereto (such entities are hereinafter collectively referred to as "Sellers" and each individually as a "Seller"). Certain capitalized terms used in this Agreement are defined in Section 13.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT RECITALSStock Purchase Agreement • June 24th, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
Reference is made to that certain Stock Purchase Agreement (the "Agreement") dated as of February 21, 2002, by and among Capital Growth Partners, LLC, a Utah limited liability company ("Purchaser"), United Park City Mines Company, a Delaware corporation (together, with its Subsidiaries, the "Company"), and those parties set forth on Schedule A attached thereto (such entities are hereinafter collectively referred to as "Sellers" and each individually as a "Seller"). All references herein or in the Agreement to the term "Agreement" shall be deemed to refer to the "Agreement, as amended".
SUPPLEMENTAL STOCK PURCHASE AGREEMENT RECITALSSupplemental Stock Purchase Agreement • July 22nd, 2002 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware
This Supplemental Stock Purchase Agreement (the "Agreement") is made as of this 19th day of July, 2002 among Capital Growth Partners, LLC ("CGP"), a Utah Limited liability Company, Loeb Investors Co. XL ("Loeb") and United Park City Mines Company, a Delaware corporation (together with its subsidiaries, the "Company").
