Exhibit 1
ASSIGNMENT OF STOCK SEPARATE FROM CERTIFICATE
This ASSIGNMENT OF STOCK SEPARATE FROM CERTIFICATE (this "Assignment"),
dated as of June 12, 1999 but effective as of the dates of assignment set forth
below, by and among Xxxxxx Xxxxxxx Real Estate Fund III, L.P., a Delaware
limited partnership ("MSREF III"), MSP Real Estate Fund, L.P., a Delaware
limited partnership ("MSP"), Xxxxxx Xxxxxxx Real Estate Investors III, L.P., a
Delaware limited partnership ("MSREI III"), and MSREF III Special Fund, L.P., a
Delaware limited partnership ("Special Fund," and together with MSREF III, MSP
and MSREI III, the "Purchasers").
RECITALS:
A. The Purchasers entered into that certain Securities Purchase
Agreement with Bluegreen Corporation (the "Company") dated as of August 14,
1998, as amended (the "Agreement").
B. Pursuant to the Agreement, on August 14, 1998, the Purchasers
acquired 2,941,177 shares of Common Stock of the Company (the "Initial Shares").
C. Effective as of September 30, 1998, MSP and MSREI III assigned a
portion of their Initial Shares of Common Stock to the other Purchasers such
that following the assignments, the Initial Shares of Common Stock owned by the
Purchasers were allocated among the Purchasers as follows: MSREF III, 47.24%;
MSP, 33.58%; MSREI III, 2.39%; and Special Fund, 16.79%.
D. Effective as of December 31, 1998, MSREF III, MSP and MSREI III,
assigned a portion of their Initial Shares of Common Stock to the other
Purchasers such that following the assignments, the Initial Shares of Common
Stock owned by the Purchasers were allocated among the Purchasers as follows:
MSREF III, 35.4502%; MSP, 28.3846%; MSREI III, 1.6433%; and Special Fund,
34.5219%.
X. Xxxxxxxx to the Agreement on March 26, 1999, the Purchasers
acquired 1,176,471 shares of Common Stock of the Company (the "Additional
Shares").
F. The portions of the Common Stock of the Purchasers assigned among
the Purchasers as set forth in Recitals C and D above are herein referred to as
the "Assigned Common Stock."
G. The assignments set forth in Recitals C and D above are herein
referred to as the "Transfers."
H. As of the date hereof, the percentage ownership among the
Purchasers of the Initial Shares and Additional Shares of Common Stock purchased
pursuant to the Agreement is as
follows: MSREF III, 35.4502%; MSP, 28.3846%; MSREI III, 1.6433%; and Special
Fund, 34.5219%.
I. The Purchasers are executing this Assignment to reflect the
foregoing Transfers.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
(i) Assignment of Assigned Common Stock. The Purchasers
-----------------------------------
acknowledge and agree that the Transfers occurred in the amounts and at the
times described above. Each Purchaser hereby accepts the Assigned Common
Stock.
(ii) Purchase Price. As consideration for the Transfers, each
--------------
Purchaser paid to its respective transferor(s) the amounts agreed upon
between such Purchasers.
(iii) Representations and Warranties of Assignor. Each Purchaser
------------------------------------------
hereby represents and warrants that:
1. Such Purchaser has the partnership power and authority to execute
and deliver this Assignment and to perform the transactions contemplated herein
to be performed by it.
2. The execution and delivery of this Assignment by such Purchaser
and the performance by such Purchaser of the transactions contemplated herein to
be performed by it have been duly authorized by all necessary partnership action
on the part of such Purchaser.
3. Neither the execution and delivery by such Purchaser of this
Assignment nor the performance by such Purchaser of the transactions
contemplated herein to be performed by such Purchaser will conflict with, result
in any breach or violation of, or constitute any default under its formation
documents.
4. Upon delivery of and payment for the Assigned Common Stock as
provided in this Assignment, the Common Stock of such Purchaser being
transferred will be transferred free and clear of any lien or other encumbrance.
a. Representations and Warranties of Assignees. Each Purchaser
-------------------------------------------
acquiring Common Stock hereby represents and warrants that the Common Stock
is being acquired for its own account for investment and not with a view to
resale or distribution thereof.
b. Further Assurances. The Purchasers agree to cooperate at all
------------------
times from and after the date hereof with respect to any of the matters
described in this Assignment and to execute a stock power or endorsement
and deliver the certificates representing the Common Stock hereby assigned
to the Company's transfer agent with instructions to register the
appropriate number of shares reflecting the percentage ownership set forth
in Recital H
2
in the name of the Purchaser to which the Common Stock has been assigned
and such further instruments of assignment as may be reasonably necessary
or desirable to effectuate or evidence the transactions contemplated by
this Assignment.
c. 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.
d. Governing Law. This Assignment shall be governed by, and
-------------
construed in accordance with, the laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state.
e. Capitalized Terms. Capitalized terms not otherwise defined
-----------------
herein shall have the meaning assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date set forth in the introductory paragraph hereof.
XXXXXX XXXXXXX REAL ESTATE FUND III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Vice President
MSP REAL ESTATE FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
3
XXXXXX XXXXXXX REAL ESTATE INVESTORS III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
Vice President
MSREF III SPECIAL FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
Vice President
4
