EXHIBIT 10.8
CONTRIBUTION
AGREEMENT
THIS CONTRIBUTION
AGREEMENT (the
“Agreement”) is made as of this 11th day of April, 2008
(the “Effective Date”), between CALIFORNIA MORTGAGE
AND REALTY, INC. , a Delaware corporation (“CMR”),
and DAVID CHOO , an individual (“Choo”), for the
benefit of CMR MORTGAGE FUND, LLC , a California limited
liability company, CMR MORTGAGE FUND II, LLC , a California
limited liability company and CMR MORTGAGE FUND III, LLC , a
California limited liability company (collectively, the
“Funds”).
RECITALS
A.
CMR and Choo acknowledge that CMR is
indebted to the Funds for various sums as more particularly set
forth in the respective audited financial statements for each of
the Funds.
B.
Choo, indirectly through various
family trusts and other affiliated entities, is the controlling
principal of CMR and has an economic interest in the financial
stability and solvency of CMR.
C.
CMR is the sole manager of the Funds
and, as such, has a fiduciary duty to manage the Funds in a prudent
manner and also will receive indirect benefits from the solvency
and profitability of the Funds.
D.
Due to current extraordinary
conditions in the real estate credit and capital markets, the Funds
are experiencing cash flow shortages. Choo wishes to
contribute or otherwise advance to CMR funds to enable CMR to pay
debts and obligations owed to the Funds by CMR, which will provide
the Funds with cash for use in protecting and preserving assets and
paying their expenses during a period of reduced cash flow from
their mortgage investments. Choo also wishes to provide CMR
with operating capital to conduct its business operations and
satisfy other debts and obligations.
E.
Through various limited liability
companies that Choo directly or indirectly owns and/or controls,
Choo indirectly owns various real property assets with substantial
equity that can be liquidated to provide cash to meet the needs
described above.
AGREEMENT
NOW, THEREFORE
, for good and valuable
consideration, the parties agree as follows:
1.
Sale or Refinance of Real Estate
Assets. Commencing
on the date of this Agreement, Choo covenants and agrees to use his
diligent, good faith and best efforts to sell or cause to be
sold, some or all of the real property assets listed in
Exhibit A attached hereto (each individually, a
“Property,” and collectively, the
“Properties”) to the extent necessary to
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