LLC MEMBERSHIP INTEREST TRANSFER AGREEMENT
THIS
LLC MEMBERSHIP INTEREST TRANSFER AGREEMENT (this
“Agreement”) is entered into as of October 17,
2007, by and between Secured Diversified Investment Ltd., a
Nevada corporation (“SDI”) and the Sutterfield
Family Trust and Wayne Sutterfield, a resident of Arizona
(collectively referred to hereafter as
“Sutterfield”).
RECITALS
WHEREAS,
SDI and Sutterfield are parties to an Operating Agreement
dated as of December 30, 2002 and amended December 30, 2003
(the “LLC Agreement”). The LLC Agreement
addresses, among other things, the formation, management and
operation of Diversified Commercial Brokers, LLC, a California
limited liability company (the “Company”). The
assets of the Company are an 8,685 square foot office building
located at 5030 Campus Drive in Newport Beach, California
92660 (the “Property”) and a DDA Business MMA
Account No. 2901122 with a balance of approximately
$72,722.
WHEREAS,
SDI and Sutterfield (each, a “Member” and together
the “Members”) are each members of the Company and
the LLC Agreement allows for the transfer of any Interest of
one Member in the Company to another Member.
WHEREAS,
on December 30, 2003, Sutterfield transferred a portion of his
Interest in the Company to SDI in exchange for, among other
things, a promissory note dated January 4th, 2004 in the
amount of $71,630.32 in favor of Sutterfield. The note bears
interest at an annual rate of eight percent (8%) and is
secured by SDI’s Interest in the Company and the
Property. SDI also signed a promissory note in the amount of
$67,000 in favor of Sutterfield that bears interest at an
annual rate of eight percent (8%) and is secured by the
Property. These promissory notes are hereinafter referred to
as the “Notes.”
WHEREAS,
the Notes have matured, and Sutterfield provided written
notification to SDI that it is in default of both the Notes
and the LLC Agreement.
WHEREAS,
SDI currently owns a fifty-three
and eight tenths percent (53.8%) Interest in the Company and
Sutterfield owns a
forty-six and two tenths percent (46.2%) interest in the
Company.
WHEREAS,
in order to settle the relationship between the parties,
including the unpaid principal balance and accrued interest
remaining on the Notes, Sutterfield desires to receive from
SDI, and SDI desires to transfer to Sutterfield, one-hundred
percent (100%) of SDI’s total Interest in the Company
subject to the terms and conditions set forth
herein.
In
consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
AGREEMENT
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1. |
Receipt and Transfer of Membership
Interest.
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(a)
Sutterfield shall receive from SDI, and SDI shall transfer to
Sutterfield 100% of SDI’s total Interest in the Company
(the “Transferred Membership Interest”) in
exchange for the following: (1) an indemnity in favor of SDI
on the ground lease of Lot 10 of Tract #9626 (Building No.
23), any mortgage to the Property consisting of a first and
second trust deed in the favor of Pacific Western Bank and
Crain, Glasgow & Cheever, respectively, and unpaid
property taxes, and (2) a release in favor of SDI of any debt
owed by SDI to Sutterfield, including the Notes, advances, and
all accrued interest thereon.
(b) The
Transferred Membership Interest shall be transferred by SDI to
Sutterfield, at 10:00 a.m. Pacific time on October 17,
2007 (the “Closing”). At the Closing, Sutterfield
shall deliver to SDI an Indemnity Agreement in the form
substantially to that of Exhibit A attached hereto, and a
Cancellation of Debt and Release in the form substantially to
that of Exhibit B attached hereto. Simultaneously, SDI shall
deliver to Sutterfield an Assignment of Membership Interest,
in the form substantially to that of Exhibit C attached
hereto.
(c) SDI
agrees and acknowledges that no certificate or certificates
are necessary to evidence the Transferred Membership Interest
that is being transferred by SDI to Sutterfield hereunder;
such transfer shall be deemed effective automatically, without
further notice or instruction from SDI, at the Closing
conditioned upon execution of the documents noted in Section
2(b).
(d)
From and after the Closing, all equitable and legal rights,
title and interests in and to SDI’s Interest shall be
owned, held and exercised by Sutterfield. All capital calls,
obligations and liabilities, if any, under the Company's LLC
Agreement shall be the sole responsibility of
Sutterfield.
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2. |
Revised Membership Interests and Capital
Accounts.
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Each
Member’s Interest in the Company, adjusted to reflect
the transfer of the Transferred Membership Interest by SDI to
Sutterfield hereunder, is set forth below:
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Member
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Percentage Interest in Company
Prior to Sale of Transferred Membership
Interest
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Percentage Interest in Company
Following Sale of Transferred Membership
Interest
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SDI
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53.8%
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0%
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Sutterfield
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46.2%
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100%
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The
Capital Accounts of Sutterfield and SDI shall be
a
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