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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, unless
otherwise mutually agreed. If Purchaser has insufficient assets to
pay such sales price, USB CIC shall not have recourse against the
Fund or its members. If Purchaser does not pay the sales price to
USB CIC on the date set for closing, USB CIC may either:
(i) retain the Interest, or (ii) execute and deliver an
assignment of the Interest
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