Exhibit 10.49
Sale and Transfer Agreement, dated February 20, 2001, between Prime and
Impac Funding Corp., relating to the sale of 200,000 shares of the Impac
Preferred Stock
EXHIBIT 10.49
Sale and Transfer Agreement, dated February 20, 2001, between Prime and
Impac Funding Corp., relating to the sale of 200,000 shares of the Impac
Preferred Stock
SALE AND TRANSFER AGREEMENT
SALE AND TRANSFER AGREEMENT (the "Agreement"), made as of the ___th day of
February 2001, by and among Prime Acquisition Corp. (the "Seller"), Impac
Funding Corp. ("Buyer" ), in connection with the sale and transfer of shares of
Series C Cumulative Convertible Preferred Stock (the "Series C Preferred") of
Impac Mortgage Holdings, Inc., (the "Company").
1. On the date hereof (the "Effective Date"), (i) the Seller shall
deliver to the Company a certificate, duly endorsed to the Company,
representing 800,000 shares of Series C Preferred; (ii) Buyer shall
deliver to the Seller $5,000,000 plus interest thereon at the rate of
10.5% per annum from January 1, 2001 to the Effective Date by wire
transfer in immediately available funds; and (iii) upon confirmation
by Seller of receipt of the funds specified in the preceding clause
(ii), the Company shall issue to the Seller a certificate representing
600,000 shares of Series C Preferred, and a certificate to Buyer
representing 200,000 shares of Series C Preferred.
2. Seller represents and warrants to Buyer that it has valid and
marketable title to the shares of Series C Preferred being sold
hereby, and shall deliver such shares of Series C Preferred free and
clear of any pledge, lien, security interest, encumbrance, claim, or
equitable interest.
3. The Seller and Buyer respectively represent and warrant that they have
the legal right to enter into this Agreement and perform or be subject
to each of the agreements and obligations undertaken by them in this
Agreement without the need for the consent of any other person or
entity other than consents that they have already obtained.
4. The Seller and Buyer acknowledge and agree that the Company is a party
to the Agreement only with respect to facilitating the transfer of
shares of Series C Preferred and that the Company makes no
representations or warranties to any of the Seller or Buyer with
respect to the transactions contemplated by this Agreement.
5. This Agreement may not be assigned without the express written consent
of the parties hereto. No modification or waiver of any provision of
this Agreement or consent to depart therefrom shall be effective
unless in writing.
6. This Agreement shall be construed in accordance with the laws of the
State of Maryland, United States of America, without regard to the
conflict of laws provisions thereof.
7. This Agreement may be executed by facsimile and in counterparts.
IN WITNESS WHEREOF, the undersigned have set their signatures to this
Agreement as of the date first written above.
SELLER
Prime Acquisition Corp.
By: /s/ XXXXX X. XXXXXX, Pres.
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Pres.
BUYER
Impac Funding Corp
By: /s/ XXXXXXX XXXXXXX
--------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
COMPANY
IMPAC MORTGAGE HOLDINGS, INC.
By: /s/ XXXXXXX XXXXXXX
--------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
SECRETARY'S CERTIFICATE
LBP, INC.
AND
PRIME ACQUISITION CORP.
I, Xxxxxx X. Xxxxxx, do hereby certify that I am the duly elected and
qualified Secretary of LBP, Inc., a corporation organized and existing under the
laws of the State of Delaware, having its principal place of business in White
Plains, New York (the "Company"); that I am the keeper of the records and the
seal of the Company; that the following is a true and correct copy of
resolutions duly adopted at a meeting of the Boards of Directors of the Company
and its wholly-owned subsidiary, Prime Acquisition Corp., called and held in
accordance with their By-laws and the laws of the State of Delaware on the 12th
day of February, 2001, as taken and transcribed by me from the minutes of said
meeting; and that the same have not been in any way modified, repealed or
rescinded, but remain in full force and effect:
WHEREAS, the Company previously caused its, wholly-owned subsidiary, Prime
Acquisition Corp. ("Prime"), to make certain short-term investments to preserve
its assets and enhance stockholder value; and
WHEREAS, the Board of Directors has adopted a Plan of Complete Liquidation,
Dissolution and Termination of Existence of the Company, subject to stockholder
approval; and
WHEREAS, the Board of Directors deems it advisable and in the best
interests of the Company and its stockholders that Prime liquidate its non-cash
assets; and
WHEREAS, offers have been made to Prime by Impac Funding Corp. ("IFC") and
HBK Master Fund L.P. ("HBK") to purchase 200,000 shares and 400,000 shares,
respectively, of the 800,000 shares of Series C 10.5% Cumulative Convertible
Preferred Stock of Impac Mortgage Holdings, Inc. (the "Impac Preferred Stock")
owned by Prime,
NOW THEREFORE, IT IS
RESOLVED, that Prime sell shares of Impac Preferred Stock at the price of
$25 per share payable in cash on the effective date of sale together with
accrued interest to the effective date of sale, as follows: (i) 200,000 shares
to IFC and (ii) 400,000 shares to HBK; and it is further
RESOLVED, that the Officers of the Company be, and each of them hereby is,
authorized and directed to take any action and execute and deliver any
agreements, documents and instruments, including powers of attorney, as any of
the Officers deem necessary or advisable to carry out the purpose and intent of
the foregoing resolutions; and it is further
RESOLVED, that any action of the Board of Directors or the Officers of the
Company in furtherance of the purposes of the foregoing resolutions, whether
taken before or after the adoption or effectiveness of these resolutions are
hereby approved, confirmed, ratified and adopted.
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as
Secretary of the Company this 20th day of February, 2001.
Xxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXX
--------------------
Secretary
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