EXHIBIT 99(a)(6)
AGREEMENT OF SALE
The undersigned Shareholder (the "Seller") does hereby sell, assign, transfer,
convey and deliver (the "Sale") to Redwood Investors, LLC, a Delaware limited
liability company ("Redwood" or the "Purchaser"), all of the Seller's right,
title and interest in shares of common stock $.01 par value ("Shares") in ILM II
Senior Living, Inc. (the "Company") being sold pursuant to this Agreement of
Sale ("Agreement") and the Offer dated June 4, 1998 (the "Offer") for a purchase
price of $7.00 per Share, less the amount of any dividends or other
distributions declared or paid from any source by the Company with respect to
the Shares after May 1, 1998 without regard to the record date or whether such
dividends or other distributions are classified as a return on, or a return of,
capital. CASH PAYMENT WILL BE MADE AFTER THE EXPIRATION DATE AND WITHIN 5
BUSINESS DAYS OF WRITTEN CONFIRMATION THAT REDWOOD HAS BEEN ADMITTED AS A
SHAREHOLDER OF RECORD FOR THE SHARES BEING PURCHASED.
The Seller hereby represents and warrants to the Purchaser that the Seller owns
such Shares and has full power and authority to validly sell, assign, transfer,
convey, and deliver to the Purchaser such Shares, and that when any such Shares
are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional sales agreements, or other
obligations relating to the sale or transfer thereof, and such Shares will not
be subject to any adverse claim. The Seller further represents and warrants
that the Seller is a "United States person" as defined in Section 7701(a)(30) of
the Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, the Seller does not own beneficially or of record more than 5
percent of the outstanding Shares.
Such Sale shall include, without limitation, all rights in, and claims to, any
Company profits and losses, cash dividends or other distributions, voting rights
and other benefits of any nature whatsoever, distributable or allocable to such
Shares under the Articles of Incorporation and Bylaws. Upon the execution of
this Agreement by the Seller, Purchaser shall have the right to receive all
benefits and cash dividends or other distributions and otherwise exercise all
rights of beneficial ownership of such Shares.
Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Shares with full power of substitution. This power of
attorney is an irrevocable power, coupled with an interest of the Seller to
Purchaser, to (i) execute, swear to, acknowledge, and file any document
relating to the transfer of the ownership of the Shares on the books of the
Company that are maintained with respect to the Shares and on the Company's
books maintained by the Company, or amend the books and records of the
Company as necessary or appropriate for the Purchaser to become the
Shareholder of record with respect to Seller's Shares, (ii) vote or act in
such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to the Shares, (iii) deliver the Shares and transfer
ownership of the Shares on the books of the Company that are maintained with
respect to the Shares and on the Company's books, maintained by the Company,
(iv) endorse on the Seller's behalf any and all payments received by
Purchaser from the Company for any period on or after May 1, 1998, which are
made payable to the Seller, in favor of Purchaser, (v) execute on the
Seller's behalf, any applications for transfer and any distribution
allocation agreements required by the National Association of Securities
Dealers, Inc.'s Notice to Members 96-14 to give effect to the transaction
contemplated by this Agreement, and (vi) receive all benefits and dividends
or other distributions and amend the books and records of the Company,
including Seller's address and record, to direct dividends or other
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Shares. Purchaser
shall not be required to post bond of any nature in connection with this
power of attorney.
Seller and Purchaser do hereby release and discharge the Company and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from all actions, causes of actions, claims or demands
Seller or Purchaser have, or may have, against any such person that result
from such party's reliance on this Agreement or any of the terms and
conditions contained herein. Seller and Purchaser do hereby indemnify and
hold harmless the Company and its affiliates and each of their respective
officers, directors, shareholders, employees, and agents from and against all
claims, demands, damages, losses, obligations, and responsibilities arising,
directly or indirectly, out of a breach of any one or more of their
respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Upon request, the Seller will execute and deliver any
additional documents deemed by the Purchaser or the Company to be necessary
or desirable to complete the assignment, transfer and purchase of such
Shares. Redwood reserves the right to amend or extend the offer at any time
without further notice to the Shareholders.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service
(the "IRS") that Seller is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
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). The 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, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any
right to trial by jury.
The undersigned Seller (including any joint owner(s))
owns and wishes to assign the number of Shares set forth below. By its own
or its Authorized Signatory's signature below, the Seller hereby assigns its
entire right, title and interest to the Shares to the Purchaser.
By executing this Agreement the Seller hereby acknowledges to the Company
that the Seller desires to have Purchaser become the Shareholder of record as
to the Shares referenced herein and hereby directs the Company to take all
such actions as are necessary to accomplish such transfer, and appoints the
Company the agent and attorney-in-fact of the Shareholder, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Company as necessary or appropriate for the Purchaser to become the
Shareholder of record.
IN WITNESS WHEREOF the Shareholder has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Shareholder (as it appears on the
investment)________________________________________________________________
Print Name and Capacity of Authorized Signatory (if other than
above)__________________________________________________________
__________________________________ __________________________________
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for EACH (Medallion Guarantee for EACH
Seller's signature) Seller's signature)
_______________________ Home Telephone Number
_______________________ Office Telephone Number
_______________________ Mailing Address
_______________________ City, State, Zip Code
_______________________ State of Residence
_______________________ Social Security/Tax ID No.
_______________________ Date
________$8.00__________ Sales Price per Share
_________ Number of Shares to be sold
OR
/ / Check here if you wish to sell ALL your Shares
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- ------- FOR INTERNAL USE ONLY ------- -
- ACCEPTED: -
- REDWOOD INVESTORS, LLC -
- By: Its Manager, Xxxxx Capital, LLC -
- -
- -
- By:____________________________________ -
- Authorized Representative -
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YOU MUST MAIL EXECUTED ORIGINAL AND ALL
SHARE CERTIFICATES, IF ANY, TO PURCHASER:
Redwood Investors, LLC
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
PLEASE CALL US AT (000) 000-0000 IF YOU HAVE ANY QUESTIONS
REGARDING THE SALE OF YOUR SHARES.
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INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
ALL SIGNATURES MUST BE MEDALLION GUARANTEED
BENEFICIAL OWNER OF RECORD SHOULD:
1. COMPLETE and SIGN Agreement.
2. Have your signature Medallion Guaranteed by your Bank or Broker.
3. Indicate Number of Shares Owned and/or To Be Sold.
4. Return Agreement in Envelope Provided.
JOINT OWNERSHIP
Please have ALL owners of record sign Agreement, and
SEPARATELY Medallion Guarantee each signature.
XXX/XXXXX
1. Beneficial owner must sign Agreement.
2. Provide Custodian information. (i.e. Name, Company Name, Address,
Phone No. and Account No.)
3. Redwood will obtain the Medallion Guarantee of Custodian Signature.
DEATH
If any owner is deceased, please enclose a certified copy of
Death Certificate. If Ownership is OTHER than Joint Tenants
With Right of Survivorship, please provide Letter of
Testamentary or Administration current within 60 days
showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).
CORPORATION
Corporate resolution required showing authorized signatory.
TRUST, PROFIT SHARING OR PENSION PLAN
Please provide title, signature, and other applicable pages of
Trust Agreement showing authorized signatory.
REDWOOD INVESTORS
5.1.98.ILM-II
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