EXHIBIT 10.13
EXECUTION COPY
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
