LIMITED PARTNERSHIP INTEREST
PURCHASE AGREEMENT
This Agreement
is made and entered into as of January 27, 2009, by and
between Call Now, Inc., a Nevada corporation
(“Seller”), and Thomas R. Johnson and Colleen W.
Johnson as Joint Tenants with Right of Survivorship
(“Purchaser”), with respect to a limited partnership
interest in Cambridge at Auburn, LP, a Texas limited partnership
(“the “Partnership”).
WHEREAS,
Seller owns 100% of the Limited Partner interest in the Partnership
which represents 95% of the total capital of the Partnership;
and
WHEREAS,
the Partnership owns a student residential rental housing property
in Auburn, Alabama; and
WHEREAS,
the Partnership is operated pursuant to a Limited Partnership
Agreement dated November 30, 2006 between Seller as the
limited partner and MS REALTY INVESTMENTS VII, LTD., a Texas
limited partnership, as general partner, as amended by Amendment
No. 1 dated October 4, 2007 (collectively, the
“Partnership Agreement”); and
WHEREAS,
Seller desires to sell, and Purchaser desires to purchase, a
Limited Partnership Interest in the Partnership and become a
limited partner of the Partnership upon and subject to the terms
and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, Seller and
Purchaser agree as follows:
1. Purchase
and Sale of the Limited Partnership Interest . Purchaser agrees
to purchase from Seller and Seller agrees to sell, transfer,
assign, convey and deliver to Purchaser at the Closing provided for
herein a limited partnership interest (the “Limited
Partnership Interest”) in the Partnership in the amount of
23.2446% of the Partnership interest of Seller. Such sale, transfer
and assignment include 23.2446% of the rights of the Seller in the
profits, losses, distributions and capital of the
Partnership.
2. Purchase
Price and Payment for the Limited Partnership Interest . The
purchase price for the Limited Partnership Interest shall be
$400,000.00 (the “Purchase Price”), being an amount
agreed upon by the Purchaser and Seller to be the value of the
Limited Partnership Interest being acquired by the Purchaser from
the Seller.
3. Consent
of General Partner and Admission as a Limited Partner . It
shall be a condition to the closing of the transaction herein that,
(a) the general partner of the Partnership has consented to
the sale and transfer of the Limited Partnership Interest from
Seller to Purchaser and the admission of the Purchaser as a limited
partner of the Partnership substantially in accordance
1
with the form
annexed hereto as Exhibit A (the “GP Consent”) and
(b) the Board of Directors of Seller have duly consented to
the purchase and sale herein (the “Seller
Consent”).
4.
Closing . Closing of the purchase and sale of the Limited
Partnership Interest shall take place at the office of the Seller
within two (2) business days after the Purchaser has received the
executed GP Consent and the Seller Consent. At the closing the
Purchaser will execute and deliver a copy of the GP Consent and pay
the Purchase Price to the Seller. In the event the purchase and
sale transaction has not closed by January 30, 2009 then the
purchase and sale transaction herein shall be null and void and the
Purchaser shall promptly return any consent received to the
delivering party.
5.
Representations, Covenants and Warranties of Seller . Seller
hereby represents, warrants and covenants to Purchaser as
follows:
(a) Seller
has the authority to execute and deliver this Agreement and to
consummate the sale of the Limited Partnership Interest
contemplated hereby, subject only to the consent of the general
partner of the Partnership. This Agreement constitutes the valid
and binding agreement of Seller, and is enforceable against Seller
in accordance with its terms.
(b) Seller
knows of no requirement to make any filing with, or to obtain any
pe
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