THIRD MODIFICATION OF PURCHASE AGREEMENT
This THIRD MODIFICATION OF PURCHASE AGREEMENT (hereinafter referred to
as the "Third Modification") is entered into by and between Xxxx, Inc.
("Seller"), RECON Real Estate Consultants, Inc. ("RECON") and INN-Vestors, Inc.,
as the Successor to Hospitality Plus Corporation (hereinafter "Purchaser"), for
the purpose of modifying some of the terms of that certain PURCHASE AGREEMENT
(hereinafter referred to as the "Agreement") dated April 18, 2002, entered into
by and between Seller and Purchaser, as previously modified by that certain
MODIFICATION OF PURCHASE AGREEMENT (the "First Modification") and that certain
SECOND MODIFICATION OF PURCHASE AGREEMENT dated July 30, 2002 (the "Second
Modification"). The Agreement, First Modification and Second Modification are
collectively the "Contract."
RECITALS
1. Pursuant to Paragraph 3 of the Second Modification, Purchaser was
to obtain the $3,500,000.00 Bridge Loan to begin remodeling the hotel within
ninety (90) days after the Closing.
2. In the event Purchaser was unable to obtain the Bridge Loan within
the 90-day period, Seller was granted the option of repurchasing the hotel, free
and clear of liens and encumbrances, in consideration of its delivery of the
Stock to Purchaser (the "Repurchase Option").
3. At this time, Purchaser has requested Seller to release its
Repurchase Option and Seller has agreed to release its Repurchase Option under
the terms of this Third Modification.
NOW, THEREFORE, the parties do hereby agree:
That Purchaser will:
A. Close on a loan from a Third Party Institutional Lender in the amount of
at least $3,500,000.00 within one hundred fifty (150) days after the Closing
(the "Loan Deadline") and will commence and diligently pursue remodeling of the
hotel located on the Property using the proceeds of the Bridge Loan solely for
the purpose of remodeling the hotel (the "Obligation"); provided, however, this
Obligation will be void once Seller sells all or part of the Stock it received
at the Closing.
B. Purchaser will be in default under the terms of the Contract under the
following conditions ("Event of Default"):
(i) The Bridge Loan is not closed with a Third Party Institutional
Lender by the Loan Deadline; or
(ii) Purchaser does not immediately proceed to make improvements to
the hotel within thirty (30) days after closing the Bridge Loan and
continue making improvements diligently, without cessation; or
(iii) The Property becomes encumbered by any lien other than the
Bridge Loan without the prior written consent of Seller, which shall not be
unreasonably withheld or delayed; provided, however, this section (iii)
will be void once Seller files a form SB-2 Registration Statement with the
Securities Exchange Commission registering the Stock so that the Stock can
be traded on a national exchange.
C. For purposes of this Third Modification, a "Third Party Institutional
Lender" will include a national or state bank, insurance company, a municipality
or entity related to a municipality.
D. Time is of the essence in the performance of this Third
Modification.
E. Terms not otherwise defined herein shall have the same
meaning as defined in the Contract.
F. This Agreement may be executed in multiple counterparts which
collectively will be deemed an original.
EXECUTED to be effective as of , 2002.
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SELLER:
XXXX, INC.,
a Texas corporation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Its: President
PURCHASER:
INN-Vestors, Inc.
By:___________________________________
Printed Name:_________________________
Title:________________________________
RECON Real Estate Consultants, Inc.
By:
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Xxxx X. Xxxxxxxxx
Its: President
