PUT OPTION AGREEMENT
THIS PUT OPTION AGREEMENT (this “Agreement”), dated as of December 8, 2006, is entered into by and among AutovaxID Investment LLC, a Missouri limited liability company (“Fund”), U.S. Bancorp Community Investment Corporation, a Delaware corporation (“USB CIC”), and Biolender II, LLC, a Delaware limited liability company (“Purchaser”).
W I T N E S S E T H:
WHEREAS, USB CIC is the sole member of Fund, with USB CIC owning a 100% interest in the capital, profits, losses, cashflow, deductions and credits of Fund (the “Interest”); and
WHEREAS, Fund has invested in a “qualified equity investment” in St. Louis New Markets Tax Credit Fund-II, LLC, a Missouri limited liability company, and expects to be allocated New Markets Tax Credits pursuant to Section 45D of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to such investment beginning on December 8, 2006;
WHEREAS, Purchaser desires to grant to USB CIC the right to sell the Interest on the terms and subject to the conditions set forth herein; and
WHEREAS, Fund consents to Purchaser’s ability to purchase the Interest on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Commencing on the date seven years and one (1) day after the Effective date (as such term is defined in that certain QLICI Loan Agreement, dated as of the date hereof, between AutovaxID, Inc., a Florida corporation, and St. Louis New Markets Tax Credit Fund-II, LLC, a Missouri limited liability company), USB CIC shall have the right to require Purchaser to purchase the Interest. Such right shall continue for a period of three (3) months (the “Exercise Period”). This option may be exercised by USB CIC by (i) giving written notice to Purchaser at any time during the Exercise Period or not more than 30 days before the beginning of such period, and (ii) agreeing that the closing of the purchase of the Interest pursuant to this Agreement shall occur not more than 30 days after the date on which USB CIC delivers said notice to Purchaser. In the event that USB CIC exercises its right to put the Interest to Purchaser, Purchaser shall pay USB CIC $120,000.
The entire sales price to be paid by Purchaser, if any, is to be paid at the closing in cash or immediately available funds, un