ASSIGNMENT, ASSUMPTION AND ADMISSION AGREEMENT (Thomas E. Lipar and Eric T. Lipar to LGI Homes, Inc.)
Exhibit 2.10
ASSIGNMENT, ASSUMPTION AND ADMISSION AGREEMENT
(Xxxxxx X. Xxxxx and Xxxx X. Xxxxx to LGI Homes, Inc.)
This Assignment, Assumption and Admission Agreement (“Agreement”) is made to be effective as of the 13th day of November, 2013 (the “Effective Date”), by and among Xxxxxx X. Xxxxx (“Xxx”) and Xxxx X. Xxxxx (“Xxxx”), both Texas residents (Xxx and Xxxx collectively, the “Assignors”) and LGI Homes, Inc., a Delaware corporation (“Assignee”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Company Agreement (defined below).
RECITALS
A. Assignors are the Managers and Members of LGI Homes – Deer Creek, LLC, a Texas limited liability company (the “Company”), and collectively own 100% of the Membership Interests of the Company pursuant to the Company Agreement dated June 23, 2009, as it may be amended from time to time (the “Company Agreement”). Xxx owns a 90% Membership Interest in the Company and Xxxx owns a 10% Membership Interest in the Company.
B. Assignors wish to assign all right, title and interest in all of their Membership Interests in the Company to Assignee (the “Assigned Interests”) and Assignee desires to accept the Assigned Interests in exchange for cash in the amount of $10.00 (the “Consideration”).
C. Assignee desires to be admitted to the Company as a substituted Member, to assume all of the obligations as the sole Member of the Company, and as of the Effective Date, in lieu of joining the Company Agreement, to adopt and execute the Amended and Restated Company Agreement attached to this Agreement as Exhibit A (the “Restated Company Agreement”).
D. Pursuant to Article 15 of the Company Agreement, the consent of all Members is required to approve a Transfer of Membership Interests and to admit substituted Members, and by their execution below, Assignors hereby consent to the Transfers set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Assignment. Assignors hereby sell, transfer, convey and assign, as of the Effective Date, the Assigned Interests to Assignee in exchange for the Consideration (90% of which will be paid to Xxx and 10% of which will be paid to Xxxx).
Assumption. Assignee hereby agrees to (i) pay Assignors the Consideration and (ii) assume and undertake to perform and discharge all of the obligations accruing from and after the Effective Date that are attributable to the Assigned Interests. Assignors hereby agree to indemnify and hold Assignee harmless with respect to obligations and liabilities attributable to the Assigned Interests which accrued on or before the Effective Date.
Representations and Warranties.
Each Assignor represents and warrants to and for the benefit of Assignee that (i) he has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement constitutes the valid and legally binding obligation of each Assignor, enforceable in accordance with its terms and conditions; (iii) Tom’s Assigned Interests represent a 90% Membership Interest in the Company and Eric’s Assigned Interests represent a 10% Membership Interest in the Company; and (iv) the Assigned Interests are conveyed to Assignee free and clear of all liens, claims and encumbrances.
Assignee represents and warrants to and for the benefit of Assignors that (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (ii) this Agreement constitutes the valid and legally binding obligation of Assignee, enforceable in accordance with its terms and conditions.
Waiver of Legal Opinion. The Assignors, as the Managers of the Company, hereby expressly waive the delivery of a legal opinion by Assignors or Assignee pursuant to Section 15.4(b) of the Company Agreement.
Admission of Assignee as Substitute Member. As of the Effective Date, Assignee is admitted as the sole Member of the Company, with all of the rights, privileges and obligations accruing to a Member of the Company.
Amended and Restated Company Agreement. Assignee hereby acknowledges and agrees as follows: (i) it has read and understands the Restated Company Agreement; (ii) its rights and obligations as the sole Member of the Company are subject to all of the terms, conditions and covenants set forth in, and liens, security interests, pledges, options and encumbrances, if any, created by or under, the Restated Company Agreement; and (iii) with respect to the Assigned Interests held by it and any additional Membership Interests hereafter acquired by it, it shall be bound by and promptly and fully perform or cause to be performed, and comply or cause to be complied with, all of the terms, conditions and covenants agreed to be done, kept and performed by the Restated Company Agreement, to the extent such obligations arise or are due to be performed or observed after the Effective Date.
Further Assurance. Each of the parties hereto agrees to execute any documents required to evidence further or to confirm the assignments effected hereby.
Spousal Consent. Each Assignor’s spouse joins in the execution of this Agreement to evidence her acknowledgment and agreement to the transactions contemplated by this Agreement with respect to her marital interest, if any, in and to the Assigned Interests.
Miscellaneous.
All of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, assigns and legal representatives.
2
This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.
This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Electronic signatures shall be accepted as original signatures.
Whenever used in this Agreement, the singular number shall include the plural, and the plural number will include the singular, and pronouns in the masculine, feminine, or neuter gender shall include each other gender.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Recitals are part of this Agreement and shall be considered in its interpretation.
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be modified to the minimum extent necessary for the Agreement to be enforceable and, if necessary, to equitably adjust the parties’ respective rights and obligations.
* * * * * *
3
EXECUTED to be effective as of the Effective Date.
| ASSIGNORS: | ||
| /s/ Xxxxxx X. Xxxxx | ||
| Xxxxxx X. Xxxxx, Individually | ||
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx, Individually | ||
| ASSIGNEE: | ||
| a Delaware corporation | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, Chief Executive Officer | ||
Acknowledged and agreed to as of the Effective Date:
| /s/ Xxxxxx X. Xxxxx |
| Printed Name: Xxxxxx X. Xxxxx |
| Spouse of Xxxxxx X. Xxxxx |
| /s/ Xxxxxx Xxxxx |
| Printed Name: Xxxxxx Xxxxx |
| Spouse of Xxxx X. Xxxxx |
