Waiver of Rights Agreement between CKX, Inc., FX Luxury Realty, LLC, and Flag Luxury Properties, LLC
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Summary
This agreement, dated June 2007, is between CKX, Inc., FX Luxury Realty, LLC, and Flag Luxury Properties, LLC. It states that CKX and Flag, along with all members of Flag, waive their rights to participate in a specific Rights Offering related to the Membership Interest Purchase Agreement. The waiver applies only to the Rights Offering and does not affect any other rights under the Purchase Agreement or the Operating Agreement.
EX-10.16 13 y38161a1exv10w16.htm EX-10.16: FORM OF WAIVER OF RIGHTS EX-10.16
EXHIBIT 10.16
WAIVER OF RIGHTS
THIS WAIVER OF RIGHTS (this Waiver), dated June , 2007, to participate in the Rights Offering (as defined hereinafter) is made pursuant to the Membership Interest Purchase Agreement (the Purchase Agreement), dated as of June , 2007, by and among CKX, Inc. (CKX), FX Luxury Realty, LLC (the Company) and Flag Luxury Properties, LLC (Flag). Certain capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement.
WHEREAS, pursuant to the Purchase Agreement, CKX shall invest $100 million in the Company in return for ownership of 50% of the Companys aggregate outstanding membership interests.
WHEREAS, as an inducement for Flag to enter into the Purchase Agreement and as a condition thereof, CKX (but not its stockholders following the Stockholder Distribution) and Flag and all members of Flag have agreed to waive (or shall otherwise become subject to a waiver of) their rights to participate in any such Rights Offering, in each case, as provided in the Purchase Agreement.
NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby waives and forfeits any and all rights to participate in the Rights Offering and any and all other rights or interests that a stockholder of NEWCO Inc. may have, or hereafter obtain with respect to the Rights Offering. This Waiver shall not apply to any other rights that the undersigned may have under the Purchase Agreement or the Operating Agreement.
CKX, INC. | ||||||
By: | ||||||
Name: | ||||||
Title: |
Acknowledged:
FX LUXURY REALTY, LLC
By: Flag Luxury Property, LLC, its managing member
By: | ||||||
Name: | ||||||
Title: |