Exhibit 2.2
OPTION AGREEMENT
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This Agreement is made this 28th day of April 2004 at Irvine, California by
IOMEGA INVESTMENTS, LLC hereinafter referred to as "Optionor", and SECURED
DIVERSIFIED INVESTMENT, LTD AND DENVER FUND I, LTD hereinafter referred to
as "Optionee".
Whereas, Optionor is the owner of certain real property situated in the
City of Las Vegas, County of Xxxxx, State of Nevada, and more particularly
described as follows:
3425, 3455, 0000 X. Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000
and;
Whereas, Optionee desires to acquire the exclusive right to purchase said
property at an agreed price and under specified terms and conditions:
Now therefore, it is agreed as follows:
1. GRANT OF OPTION. Optionor hereby grants to Optionee the
exclusive right to purchase said property at the price and under
the terms and conditions as set forth in Escrow Number 15007698
at Alliance Title Company, Irvine, CA. and subject to a lease
agreement in said escrow.
2. OPTION PERIOD. This option shall commence at 12 noon on May 14,
2004 and continue until 12 noon on July 1, 2008.
3. CONSIDERATION. This option is granted in consideration of
Optionee's payment to Optionor of $1,850,000.00, payable in the
manner and method specified in the instructions of said escrow.
4. APPLICATION OF CONSIDERATION TO PURCHASE PRICE. If this option
or any extension thereof is exercised in accordance with its
terms then the consideration above, paid by Optionee to Optionor
shall apply to the purchase price of $5,950,000.00 however, in
the event this Option shall not be so exercised by Optionee, then
such consideration of $1,850,000.00 shall be retained by
Optionor.
5. EXERCISE OF OPTION. Optionee may exercise this option by
notifying said escrow company in writing that the terms of said
escrow have been completed. Said escrow company then shall
proceed as directed in said escrow instructions.
6. ASSIGNABILITY OF OPTION. Optionee may assign this agreement.
The assignment will be effective as to the Optionor upon notice
thereof by Optionee to said escrow company only in accordance
with the terms of said escrow.
7. NOTICES. Unless otherwise provided herein, any notice, tender or
delivery to be given hereunder by either party to the other may
be effected by delivery in writing to said escrow company, at
which time said escrow company will perform according to said
escrow instructions.
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8. ENTIRE AGREEMENT. This instrument contains the entire agreement
between the parties relating to the option herein granted . Any
oral representations or modifications concerning this instrument
shall be of no force and effect excepting a subsequent
modification in writing, signed by the party to be charged.
9. ASSUMPTION OF RESPONSIBILITY. Optionor understands and agrees
that the encumbrances of record on the real property which is the
subject of this option, and the promissory notes secured thereby
may contain provisions providing for an election by the holders
thereof to modify the note repayment terms, and, or, to
accelerate the unpaid balances thereof in the event of any
conveyance of title by Optionor, or of any act or agreement to so
do, which may include or arise from the within Option and Lease
Agreement. Optionee hereby expressly assumes and agrees to pay,
and does now hold Optionor free and harmless from, any late
charges, trustee's fees, prepayment penalties, increases in
interest rates, assumption fees or expense, "points", or other
costs or expense in connection with the modification,
acceleration, assumption or retirement of either or all of the
deeds of trust of record. Optionee and Optionor waive any claim
against each other arising directly or indirectly from any such
modification, acceleration, assumption, foreclosure, retirement
or other acts of the holders of such encumbrances of record.
10. ATTORNEY'S FEES. In the event of any controversy, claim or
dispute between the parties hereto arising out of or relating to
this Agreement or the breach thereof, the prevailing party shall
be entitled to recover from the losing party reasonable expenses,
attorney's fees and costs.
11. A MEMORANDUM OF AGREEMENT. Said Memorandum to be recorded and is
a part of this Agreement.
12. BINDING EFFECT. This Agreement shall bind and inure to the
benefit of the respective heirs, personal representatives,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
the 6th day of May, 2004.
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OPTIONOR:
IOMEGA INVESTMENTS, LLC
A NEVADA LIMITED LIABILITY CO.
BY:/s/Xxxxx Xxxx
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XXXXX X. XXXX, MANAGING MEMBER
ADDRESS:_________________________
___________________________________
___________________________________
OPTIONEE:
SECURED DIVERSIFIED INVESTMENT, LTD
BY: /s/Xxxxxxxx X. Xxxxxx
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X.X. XXXXXX, PRESIDENT
DENVER FUND I, LTD
BY: CERTIFIED PROPERTY ADVISORS, LLC
IT'S GENERAL PARTNER
/s/Xxxx X. Xxxxxx
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XXXX X. XXXXXX, MANAGING MEMBER
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