Exhibit 10.1
AMENDMENT AND EXHIBIT
ACKNOWLEDGEMENT TO MASTER FORMATION
AND CONTRIBUTION
AGREEMENT
This AMENDMENT AND EXHIBIT
ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT
(this “ Amendment ”), dated as of
November 2, 2006, is entered into by and between, ARIZONA LAND
INCOME CORPORATION, an Arizona corporation (together with any
successor by merger, “ AZL ”), and POP VENTURE,
LLC, a Delaware limited liability company (“ POP
”).
A. The
parties hereto have entered into that certain Master Formation and
Contribution Agreement, dated as of October 3, 2006 (the
“ Master Agreement ”).
B. Capitalized
terms used but not otherwise defined in this Amendment shall have
the meanings respectively ascribed to them in the Master
Agreement.
C. The
Master Agreement provides that POP, POP Affiliates, POP Members or
other affiliates shall invest $5,000,000 in cash for Common Units
and Surviving Corporation Common Stock at the Adjusted Per Share
Value. The Master Agreement also provides that AZL and POP shall
use commercially reasonable efforts to agree, within 30 days
following the date of the Master Agreement, to the forms of the
Management Advisory Agreement, Registration Rights Agreement,
Surviving Corporation Articles, Surviving Corporation By-laws,
UPREIT Agreement, UPREIT Certificate and Non-Competition
Agreement.
D. The
market price of the Class A common stock of AZL on the trading
date immediately preceding the date of this Amendment substantially
exceeded the Adjusted Per Share Value. The parties desire to amend
the terms of the Master Agreement to alter the subscription rights
of POP, POP Affiliates, POP Members or other affiliates of POP
under the Master Agreement in order to more equitably allocate the
benefits of the foregoing between POP, POP Affiliates, POP Members
or other affiliates of POP, on the one hand, and the existing
shareholders of AZL, on the other hand.
E. The
parties have agreed to the forms of the Management Advisory
Agreement, Registration Rights Agreement, Surviving Corporation
Articles, Surviving Corporation By-laws, UPREIT Agreement, UPREIT
Certificate and Non-Competition Agreement.
F. The
parties hereto desire to amend and modify the Master Agreement in
accordance with the terms and subject to the conditions set forth
in this Amendment. As amended and modified by this Amendment, the
Master Agreement may be referred to as the “ Agreement
.”
NOW, THEREFORE, in consideration of
the mutual agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Amendment to Section 9.1 of the Master Agreement
. Section 9.1 of the Master Agreement
is hereby deleted and replaced in its entirety with the
following:
“9.1 Subscription
. At the Closing, AZL
shall sell to POP, POP Affiliates, POP Members or other affiliates
o
