Exhibit 10(r)(1)
PURCHASE, PLEDGE, AND GUARANTY
AGREEMENT
This Purchase, Pledge and Guaranty
Agreement (the “Agreement”) is entered into this 26th
day of March, 2008 (“Closing” or “Closing
Date” or “Agreement Date”), by and between Legacy
TM, LP, a California Limited Partnership (“Legacy TM”)
and R. Preston Pitts and Lynda Pitts, individually (“the
Pittses”).
WHEREAS, simultaneously with the
transaction contemplated herein, Legacy TM owns the rights to all
asset-based trail commissions earned on the cash value of certain
fixed annuity insurance products sold by Legacy Marketing Group
(“LMG”) previously and in the future;
WHEREAS, simultaneously with the
transaction contemplated herein, Legacy TM shall have two classes
of limited partnership interests, consisting of: 66 2/3% of
rights to income from all trail commissions on policies vested on
or before March 26, 2008 ("Current Trails") for the first
year after the date of this Agreement and 100% of Current
Trails thereafter (“Class B Limited Partnership
Interest”); and 33 1/3% of rights to income from all trail
commissions on policies vested on or before March 26, 2008 for the
first year after the date of this Agreement and 100% of rights
to income from all trail commissions on policies vesting after
March 26, 2008 (“Class A Limited Partnership
Interest”);
WHEREAS, simultaneously with the
transaction contemplated herein, LMG is acquiring all of the Class
A Limited Partnership Interest of Legacy TM and receiving
$6,500,000 as consideration for the sale of all of LMG’s
trailing commissions
WHEREAS, the Pittses desires to purchase
the Class B Limited Partnership Interest in Legacy TM as set forth
herein as consideration for a guarantee of a loan to Legacy
TM;
WHEREAS, upon completion of the
transaction contemplated herein LMG shall own 100% of the Class B
Limited Partnership Interest and the Pittses shall own 100% of the
Class A Limited Partnership Interest; and
WHEREAS, the parties desire to effect the
Pittses’s purchase of the Class B Limited Partnership
Interest in Legacy TM subject to the conditions and terms of this
Agreement;
NOW, THEREFORE, in consideration of the
mutual covenants contained herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Sale of Partnership
Interest .
Legacy TM hereby sells and assigns its
rights, title and interest in the Partnership Interest defined in
paragraph 2, below, and the Pittses hereby purchase such
Partnership Interest in equal shares, on the terms stated
herein.
1
2.
Description of Partnership Interest.
The “Partnership Interest”
being purchased in this Agreement is all of the Class B Limited
Partnership Interest in Legacy TM. This Agreement does not
include, and shall have no effect on the rights of LMG to, the
Class A Limited Partnership Interest of Legacy TM.
3.
Consideration.
In consideration for receiving the
Partnership Interest, Lynda Pitts shall cause Ram Investment Trust
to, and Ram Investment Trust through its Trustee Lynda Pitts agrees
to, guarantee the obligations and repayment of Legacy TM to the
Bank of Marin (“Bank”) on that note totaling Six
Million Five Hundred Thousand Dollars ($6,500,000.00)
(“Note”). The Pittses agree to pledge the
trailing commissions all
