EXHIBIT 99(a)(2)
ILM II SENIOR LIVING, INC.
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.
ILM II SENIOR LIVING, INC.
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 (Medallion Guarantee for
EACH Seller's signature) EACH Seller's signature)
__________________________________ Home Telephone Number
__________________________________ Office Telephone Number
__________________________________ Mailing Address
__________________________________ City, State, Zip Code
__________________________________ State of Residence
__________________________________ Social Security/Tax ID No.
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------- FOR INTERNAL USE ONLY -------
ACCEPTED:
REDWOOD INVESTORS, LLC
By: Its Manager, Xxxxx Capital, LLC
By:____________________________________
Authorized Representative
--------------------------------------
_________________________________ Date
$7.00
_________________________________ Sales Price per Share
_________ Number of Shares to be sold
OR
/ / Check here if you wish to sell ALL your Shares
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: DEATH
1. COMPLETE and SIGN Agreement. If any owner is
2. Have your signature Medallion Guaranteed deceased, please
by your Bank or Broker. enclose a certified
3. Indicate Number of Shares Owned and/or To Be Sold. copy of Death
4. Return Agreement in Envelope Provided. Certificate. If
Ownership is OTHER
JOINT OWNERSHIP than Joint Tenants
Please have ALL owners of record sign Agreement, and With Right of
SEPARATELY Medallion Guarantee each signature. Survivorship, please
provide Letter of
1. Beneficial owner must sign Agreement. Testamentary or
2. Provide Custodian information. (i.e. Name, Company Administration
Name, Address, Phone No. and Account No.) current within 60
------------------------------------------------------ days showing your
3. Redwood will obtain the Medallion Guarantee beneficial ownership
of Custodian Signature. 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.
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REDWOOD INVESTORS
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5.1.98.ILM-II
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