Exhibit 10.39
FIRST AMENDMENT TO
REAL ESTATE SALE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is entered into effective as of November 28, 2022, by and between DONNELLEY FINANCIAL, LLC, a Delaware limited liability company (“Seller”), and ASPIRANT PARTNERS LLC, an Arizona limited liability company (“Buyer”).
RECITALS:
WHEREAS, Xxxxx and Seller entered into that certain Real Estate Sale Agreement dated as of August 30, 2022 (the “Agreement”), with respect to certain real property and the improvements situated thereon located in 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (APN # 111-33-150A and 111-33-151), as more particularly described in the Agreement (the “Property”); and
WHEREAS, Xxxxxx and Xxxxx desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants of Seller and Xxxxx and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Seller and Xxxxx hereby agree as follows:
1.Incorporation of Recitals; Capitalized Terms. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. All capitalized terms stated herein shall have the same meanings as ascribed to them in the Agreement unless otherwise defined.
2.Modification to Agreement.
a)The second sentence of Section 4(b) of the Agreement is hereby deleted in its entirety and replaced with the following: “On or before December 28,2022, provided this Agreement has not been terminated, Purchaser shall deposit with Escrow Agent the additional sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00) (the “Additional Deposit”).
b)The fourth sentence of Section 5(b) of the Agreement is hereby deleted in its entirety and replaced with the following: “Purchaser acknowledges and agrees that (i) commencing on the first day of the Entitlement Period (i.e., November 28, 2022), Twenty Five Thousand and No/100 Dollars ($25,000.00) of the Xxxxxxx Money shall be non-refundable to Purchaser and shall be released by Escrow Agent to Seller, (ii) 30 days thereafter (i.e., on December 28, 2022), if Purchaser has not previously terminated this Agreement, an additional One Hundred Thousand and No/100 Dollars ($100,000.00) of the Xxxxxxx Money shall be non-refundable to Purchaser and shall be released by Escrow Agent to Seller, (iii) 30 days thereafter (i.e., on January 27, 2023), if Purchaser has not previously terminated this Agreement, an additional Twenty Five Thousand and No/100 Dollars ($25,000.00) of the Xxxxxxx Money shall be non-refundable to Purchaser and shall be released by Escrow Agent to Seller, and (iv) every 30 days thereafter, if Purchaser has not previously terminated this Agreement, an additional Fifty Thousand and No/100 Dollars ($50,000.00) of the Xxxxxxx Money shall be non-refundable to Purchaser and shall be released by Escrow Agent to Seller until all Xxxxxxx Money on deposit has been released to Seller (all such releases of the Xxxxxxx Money referred to as the “Nonrefundable Deposit”), provided that Seller shall be required to return the Nonrefundable Deposit to Purchaser if this Agreement is terminated by Purchaser pursuant to Section 11, Section 17(b), Section 17 (c), or Section 20; the Nonrefundable Deposit, together with the rest of the Xxxxxxx Money, if any, shall be credited against the Purchase Price at Closing.”
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c)Ratification of Agreement. Except as modified by this Amendment, all of the terms and provisions of the Agreement are hereby ratified and confirmed by Seller and Buyer and shall remain in full force and effect.
d)Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as a single instrument. To facilitate execution of this Amendment, the parties may execute and exchange by email pdf counterparts of the signature pages, which shall constitute originals for all purposes under this Amendment.
[Signature page follows]
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IN WITNESS WHEREOF, Xxxxx and Xxxxxx have executed this Amendment as of the date first above written.
SELLER:
DONNELLEY FINANCIAL, LLC,
a Delaware limited liability company
By: _____/s/ Xxxx. S. Besch__________________
Name: Xxxx X. Xxxxx
Title: Chief Operations and Production Officer
BUYER:
ASPIRANT PARTNERS LLC,
an Arizona limited liability company
By: _____/s/ Xxxxx Xxxxxx_______________________
Name: Xxxxx Xxxxxx
Title: Authorized Agent
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