Exhibit 2.4
EXECUTION COPY
AMENDMENT NO. 2
TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This
AMENDMENT NO. 2, dated as of September 27, 2007 (this “
Amendment ”), to the MEMBERSHIP INTEREST PURCHASE
AGREEMENT (the “ Agreement ”), dated as of
June 1, 2007 and amended by Amendment No. 1 to Membership
Interest Purchase Agreement, dated as of June 18, 2007, is
entered into by and among FX LUXURY REALTY, LLC, a Delaware limited
liability company (the “ Company ”), CKX, Inc.,
a Delaware corporation (“ Purchaser ”), Flag
Luxury Properties, LLC, a Delaware limited liability company
(“ Flag ”) and FX Real Estate and Entertainment
Inc., a Delaware corporation (“ FXREE ”).
Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Agreement.
WHEREAS,
Purchaser, Flag and the Company are parties to the Agreement;
and
WHEREAS,
CKX, Flag and the Company previously entered into Amendment
No. 1, dated as of June 18, 2007, to the Agreement
(“ Amendment No. 1 ”) and, pursuant to
Amendment No. 1 (i) CKX formed NEWCO Inc. (which is now
named FX Real Estate and Entertainment Inc. and is herein referred
to as “ FXREE ”) and, in connection therewith,
contributed to the capital of FXREE an aggregate 15.5% Membership
Interest in the Company; (ii) CKX, as the sole stockholder of
FXREE as of the time of its formation, transferred and
assigned all of the equity interests in FXREE to Richard G.
Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust
II, a conventional trust formed pursuant to the CKX FXLR
Stockholder Distribution Trust II Agreement (the “
Conventional Trust ”); and
(iii) CKX transferred and assigned an aggregate 9.5%
Membership Interest in the Company to Richard G. Cushing, as
Trustee of the CKX FXLR Stockholder Distribution Trust I, a grantor
trust formed pursuant to the CKX FXLR Stockholder Distribution
Trust I Agreement (the “ Grantor Trust ”);
and
WHEREAS,
pursuant to the Agreement, CKX, Flag and the Grantor Trust have
effected the Reorganization and, in connection therewith and in
exchange for shares of common stock of FXREE, CKX, Flag and the
Grantor Trust contributed to FXREE Membership Interests
constituting 25%, 50% and 9.5%, respectively, of the outstanding
Membership Interest in the Company; and
WHEREAS,
following the Reorganization, FXREE became the sole owner of all of
the interests in the Company (except for the Flag Priority
Interest), and each of CKX, Flag and the Grantor Trust were issued
shares of common stock of FXREE in such amounts as resulted in
the outstanding equity of FXREE being owned 25% by CKX, 50% by
Flag, 25% in the aggregate by the Grantor Trust and the
Conventional Trust together; and
WHEREAS,
prior to the date hereof, CKX and Flag purchased additional shares
of common stock of FXREE in such amounts as resulted in the
outstanding equity of FXREE being owned 25.50% by CKX, 49.75% by
Flag and 24.75% in the aggregate by the Grantor Trust and the
Conventional Trust together; and
WHEREAS,
as of the date hereof, CKX shall transfer and assign shares of
common stock of FXREE representing an aggregate 23.50% equity
interest therein to Richard G. Cushing, as Trustee of the CKX FXLR
Stockholder Distribution Trust III, a conventional trust formed
pursuant to and in accordance with the CKX FXLR Stockholder
Distribution Trust III Agreement (“ Trust 3 ”
and such transfer and assignment referred to herein as the “
First Transfer ”); and
WHERE
