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Exhibit 10.82
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into as of this _22___ day of December, 1999 by and between ContiWest
Corporation, a Nevada corporation ("ContiWest") and Crown NorthCorp, Inc., a
Delaware corporation ("Crown").
BACKGROUND INFORMATION
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A. ContiWest holds certain securities of Crown, warrants to acquire
additional securities of Crown and certain other interests as further defined
and described herein.
B. ContiWest and Crown want for Crown to acquire these securities,
warrants and other interests on the terms and conditions set forth in this
Agreement.
THEREFORE, the parties agree as follows:
STATEMENT OF AGREEMENT
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1. SECURITIES; WARRANTS; SRCC RIGHTS. ContiWest owns and holds one
share of the Series BB Convertible Preferred Stock of Crown (the "Series BB
Preferred") and 44,908 shares of the common stock of Crown (the "Common
Stock")(the Series BB Preferred and the Common Stock are sometimes collectively
referred to as the "Securities"). ContiWest also owns and holds Warrant No.
W-011 issued by Crown to purchase up to 200,000 shares of the common stock of
Crown (the "Warrant"). Finally, ContiWest, or one or more of its affiliates,
holds certain legal or beneficial rights, title or interests in and to Strategic
Realty Capital Corp., a Maryland corporation (the "SRCC Rights").
2. PURCHASE AND SALE. Concurrently with the execution and delivery of
this Agreement, ContiWest shall sell, transfer and assign to Crown the
Securities, the Warrant and the SRCC Rights and Crown shall purchase and accept
Securities, the Warrant and the SRCC Rights from ContiWest in exchange for the
consideration itemized on Schedule 2 (the "Consideration").
3. DELIVERIES WITH THIS AGREEMENT. Concurrently with the execution and
delivery of this Agreement, the parties shall make the following deliveries:
(a) CONTIWEST TO CROWN.
(1) With respect to the Series BB Preferred, stock powers endorsed in
blank in the form appearing on Schedule 3.1.
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(2) With respect to the Common Stock and the Warrant, a quit claim
assignment in the form appearing on Schedule 3.2.
(3) With respect to the SRCC Rights, a quit claim assignment in the
form appearing on Schedule 3.3.
(b) CROWN TO CONTIWEST. The Consideration.
4. FULL AND FINAL SETTLEMENT; RELEASE. The parties hereto understand
and agree that this Agreement represents a full and final settlement between the
parties with respect to the Securities, the Warrant and the SRCC Rights and
therefore, in consideration of this Agreement, ContiWest and Crown, for and on
behalf of themselves and their respective affiliates, each hereby releases and
forever discharges the other (and their respective affiliates, officers,
directors, employees, agents and representatives) of and from any and all claims
either now has or hereafter could claim against the other with respect to the
Securities, the Warrant and the SRCC Rights, including without limitation any
costs or liabilities owing to third parties by SRCC; provided that nothing
contained herein shall affect the rights of (a) any party to the Master Mortgage
Loan Purchase and Servicing Agreement dated July 1, 1997 between Crown and
ContiTrade Services, L.L.C. or (b) Xxxxx Xxxxxx with respect to his service as a
director of Crown and any indemnification obligations that may arise and be
owing to him from Crown.
IN WITNESS WHEREOF, the parties have hereto set their hands as of the
date first written above.
CONTIWEST CORPORATION
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Asst. Vice President
CROWN NORTHCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
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SCHEDULE 2
$800,000 cash
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SCHEDULE 3.1
POWER OF ATTORNEY TO TRANSFER STOCK
For value received, the undersigned hereby sells, assigns and transfers
to ____ _____________________________________ one (1) share of Series BB
Convertible Preferred Stock of Crown NorthCorp, Inc. represented by Certificate
No. BB-1, and hereby irrevocably constitutes and appoints ____________________
as Attorney to transfer the said shares on the books of Crown NorthCorp, Inc.
with full power of substitution.
Dated: December , 1999
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CONTIWEST CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
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SCHEDULE 3.2
QUIT CLAIM ASSIGNMENT
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FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, ContiWest Corporation, a Nevada corporation ("ContiWest") hereby
assign to Crown NorthCorp, Inc., a Delaware corporation ("Crown"), without
recourse (i) any and all right to receive shares 44,908 shares of the common
stock of Crown presently issued to ContiWest in book-entry form and (ii) all of
ContiWest's right title and interest in and to Warrant No. W-011 issued by Crown
to purchase up to 200,000 shares of the common stock of Crown.
Dated: December , 1999
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CONTIWEST CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
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SCHEDULE 3.3
QUIT CLAIM ASSIGNMENT
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FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, ContiFinancial Corporation, for and on behalf of itself and its
affiliates, including but not limited to ContiWest Corporation and ContiTrade
Services, L.L.C. (collectively "Xxxxx") hereby assigns to Crown NorthCorp, Inc.,
a Delaware corporation, without recourse, all of Conti's right, title and
interest, whether legal or beneficial, in and to Strategic Realty Capital Corp.,
a Maryland corporation.
Dated: December , 1999
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CONTIFINANCIAL CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
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