AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL for Units of BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III for $63 per Unit
AGREEMENT
OF TRANSFER AND LETTER OF TRANSMITTAL
for
Units of
BOSTON
FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
for
$63 per Unit
Subject
to and effective upon acceptance for payment, the undersigned (the "Seller")
hereby sells, assigns, transfers and delivers, and irrevocably directs any
custodian or trustee to sell, assign, transfer and deliver ("Transfer") to
Paco
Development, L.L.C., a Missouri limited liability company (the "Purchaser"),
all
of the Seller's right, title and interest in such Seller's units of limited
partnership interest ("Units") of BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS
L.P. III, a Delaware limited partnership (the "Partnership"), at the cash
purchase price of $63 per Unit, without interest, less the amount of
Distributions (as defined in the Offer to Purchase) per Unit, if any, made
to
Seller by the Partnership after the date of the Offer to Purchase, and less
any
transfer fees imposed by the Partnership for each transfer ($10 per Unit, with
a
$100 minimum fee and a $250 maximum fee), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 10, 2006, as it
may
be supplemented or amended (the "Offer to Purchase") and this Agreement of
Transfer and Letter of Transmittal, as it may be supplemented or amended (the
"Letter of Transmittal," which together with the Offer to Purchase, constitutes
the "Offer").
Such
Transfer shall include, without limitation, all rights in, and claims to, any
Partnership profits and losses, cash distributions, legal claims, settlements
and awards, voting rights and other benefits of any nature whatsoever
distributable or allocable to Seller's tendered Units, and all certificates
evidencing the same, and Seller agrees immediately to endorse and deliver to
Purchaser all distribution checks received from the Partnership after the date
upon which the Purchaser purchases Units tendered pursuant to the Offer. Seller
hereby irrevocably constitutes and appoints the Purchaser as the true and lawful
agent and attorney-in-fact of the Seller with respect to all tendered Units,
with full power of substitution (such power of attorney being deemed to be
an
irrevocable power coupled with an interest), to vote, inspect Partnership books
and records, change the address of record of tendered Units prior to or after
completion of the Transfer, or act in such manner as any such attorney-in-fact
shall, in its discretion, deem proper with respect to such Units, to deliver
such Units and transfer ownership of such Units on the Partnership's books
maintained by the General Partner of the Partnership, together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Purchaser, to execute and deliver in the name and on behalf of Seller any
and all instruments or documents the Partnership or its General Partner may
request in order to complete the Transfer (including without limitation any
additional agreement of transfer, representation and warranty, indemnity,
confirmation of intention to sell Units, or other forms required by the
Partnership or its General Partner), to immediately revoke and withdraw all
prior tenders of Units, to direct any custodian or trustee holding record title
to the Units to do any of the foregoing, including the execution and delivery
of
a copy of this Letter of Transmittal, and upon payment by the Purchaser of
the
purchase price, to receive all benefits and cash distributions, endorse
Partnership checks payable to Seller and otherwise exercise all rights of
beneficial ownership of such Units. The Purchaser shall not be required to
post
bond of any nature in connection with this power of attorney.
Seller
hereby represents and warrants to the Purchaser that Seller owns all Units
tendered pursuant to the Offer. Seller further hereby represents and warrants
to
Purchaser that Seller has full power and authority to validly sell, assign,
transfer and deliver such Units to the Purchaser, and that when any such Units
are accepted for payment by the Purchaser, the Purchaser will acquire good
and
marketable title thereto, free and clear of all claims, options, restrictions,
charges, encumbrances or other interests. If the undersigned is signing on
behalf of an entity, the undersigned declares that he has authority to sign
this
document on behalf of such entity.
The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase (including proration), the Purchaser may not be required to accept
for payment any or all of the Units tendered hereby. In such event, the
undersigned understands that this Letter of Transmittal will be effective to
Transfer only those Units accepted for payment by the Purchaser and any Letter
of Transmittal for Units not accepted for payment may be destroyed by the
Purchaser.
All
authority herein conferred or agreed to be conferred shall survive the death
or
incapacity or liquidation of Seller and any obligations of the Seller shall
be
binding upon the heirs, personal representatives, successors and assigns of
the
undersigned. Upon request, Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed
by
the Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of such Units.
Seller
hereby certifies, under penalties of perjury, that (1) the number shown below
on
this form as Seller's Taxpayer Identification Number is correct and (2) Seller
is not subject to backup withholding either because Seller is exempt from backup
withholding, has not been notified by the Internal Revenue Service (the "IRS")
that Seller is subject to backup withholding as a result of a failure to report
all interest or dividends, or the IRS has notified Seller that Seller is no
longer subject to backup withholding. Seller hereby also certifies, under
penalties of perjury, that Seller, if an individual, is not a nonresident alien
for purposes of U.S. income taxation, and if not an individual, is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate (as those
terms are defined in the Internal Revenue Code and Income Tax Regulations).
Seller understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished
by
fine or imprisonment.
Upon
completion and recording of the Transfer, the Purchaser accepts all of the
terms
and conditions of the Partnership Agreement, as amended. The Seller requests
that the Purchaser become a substitute limited partner of the Partnership.
The
Seller also hereby separately instructs the Partnership and its General Partner
to immediately change the address of Seller's account to the Purchaser's
address. Seller agrees that the Partnership and its General Partner shall have
no liability to Seller for immediately making the address change or for
transferring the Units under this Letter of Transmittal.
All
questions as to the validity, form, eligibility (including time of receipt)
and
acceptance of a Letter of Transmittal will be determined by the Purchaser,
and
such determinations will be final and binding. The Purchaser's interpretation
of
the terms and conditions of the Offer (including this Letter of Transmittal)
will also be final and binding. The Purchaser will have the right to waive
any
defects or conditions as to the manner of tendering.
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Any
defects in connection with tenders, unless waived, must be cured within such
time as the Purchaser will determine. This Letter of Transmittal will not be
valid until all defects have been cured or waived.
This
Letter of Transmittal shall be deemed to have been made in the State of Missouri
and the validity, construction, interpretation, and enforcement hereof, and
the
rights of the parties hereto, including but not limited to the rights of the
Purchaser of the Units, shall be determined under, governed by, construed in
accordance with internal laws of the State of Missouri, without regard to
principles of conflicts of law. Any litigation with respect to these Units
shall
be filed in a court which sits in Kansas City, Missouri or at the option of
the
Purchaser of these Units in any other forum in which the Purchaser initiates
proceedings and has jurisdiction over the subject matter and the parties in
controversy. The Seller hereby waives any right it may have to assert the
doctrine of forum non conveniens or to object to venue and the Seller stipulates
that any forum located in Kansas City, Missouri, or any other forum selected
by
the Purchaser, shall have in personam jurisdiction and venue over the Seller
for
purposes of such litigation. Service of process sufficient for personal
jurisdiction in any action against the Seller may be made by registered or
certified mail, return receipt requested.
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Specify
Number of Units Tendered;
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Social
Security or Taxpayer ID Number(s)
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Indicate
“ALL” if Number is Not Available
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Phone
Number / Fax or E-mail
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XXX
Custodian / Account No. / Phone (if
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applicable)
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Signature
of Owner
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Place
Medallion Guarantee Stamp Here
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Print
Name / Date
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Signature
of Co-Owner (if applicable)
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Place
Medallion Guarantee Stamp Here
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Print
Name / Date
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Signature
of XXX Custodian (if applicable)
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Place
Medallion Guarantee Stamp Here
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Print
Name / Date
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NOTE:
All signatures on this Letter of Transmittal must be guaranteed by a member
from
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an
3
office,
branch or agency in the United States, which is a participant in the Security
Transfer Agent Medallion Program.
_____________________________________
Forward
the completed Letter of Transmittal and
original
Partnership Certificate(s) (if available) to:
X.X.
Xxx
00000
Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
(000)
000-0000
Re:
BOSTON FINANCIAL QUALIFIED
HOUSING
TAX CREDITS L.P. III
___________________________________
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Instructions
To Complete Agreement Of Transfer
====================================================================
TO
SELL YOUR UNITS, PLEASE DO THE FOLLOWING:
1.
Sign
the Agreement (and obtain Medallion Guarantee), print your name and the date.
2.
Provide your social security number.
3.
If you
are selling less than all your Units, indicate the number you wish to
sell.
4.
Be
sure to enter your telephone number.
5.
If the
units are held in an XXX, enter the name of the custodian, your account number,
and the phone number of the custodian.
6.
Send
the Agreement in the envelope provided.
ADDITIONALLY...
IF
YOU
OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:
Please
have both owners sign the Agreement (and obtain Medallion
Guarantees).
IF
THE
OWNER OR A CO-OWNER IS DECEASED:
Please
enclose (a) certified copy of the Death Certificate and (b) a Letter
Testamentary or Will showing your beneficial ownership or executor
capacity.
IF
YOU
OWN THE UNITS IN YOUR XXX:
Please
provide your XXX account number. This information will be used solely by your
custodian to make certain that the purchase proceeds are properly deposited
in
your account.
IF
THE
UNITS ARE OWNED IN A TRUST, PROFIT SHARING, OR PENSION PLAN:
Attach
the first page, signature pages, and the section of the Trust Agreement showing
that the signer has the authority to sign the Agreement on behalf of the Trust
or Plan (and obtain Medallion Guarantee).
IF
THE
UNITS ARE OWNED IN A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY
COMPANY:
Attach
an
original resolution showing that the signer has the authority to sign the
Agreement on behalf of the corporation, partnership or LLC.
Paco
Development, L.L.C., X.X. Xxx 00000, Xxxxx Xxxxxx Xxxx, Xxxxxxxx
00000
(000)
000-0000
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