Go to the SL Capital Exchange headquarters and open an account now!

Important: Please read our disclosure.

Home Portfolio Trading IPO CEO Rules Forums Affiliates Help
 

Forums > Beck Investment Group Public Forum > Topic: Bo Beck Trustee - AFB/SLCX Settlement Terms

Jan 1st 2008, 14:54
Bogart Beck 		Bo Beck Trustee - AFB/SLCX Settlement Terms

So that there can be no mistake just who's interests CapEx is attempting to protect please find below the entire text of the proposal that has been put forward on YOUR BEHALF. The formatting varies marginally from the final document due to this text editors inability to properly handle tabs and indentation, however the entire text is posted here for comment.

The next time some ungrateful lacky here thinks we're not doing our job please direct their attention to the attached. When compared to the disastrous fallout of Ginko, Perry vs Boucher, et al, I'd say THIS EXCHANGE has demonstrated unequivocably that it has put the interests of the Investors, and occasional victims FIRST - even ahead of our own in EVERY instance since acquired. And y'all wonder why we get a wee bit testy when a handful of malcontents chooses to continue to take pot shots at this team? BAH!!

Purchase Agreement

AGREEMENT made this ____________ day of October, 2007 , by and between ____________________, a Michigan resident otherwise known in Second Life(tm) as Investor Allen, Bankwith Allen, Sal Ackland, Van Ames, BW Williams, Cav Chevalier and Banking Lane, (hereinafter referred to as "Seller"), ________________a Richardson, Texas resident otherwise known in Second Life(tm) as Arbitrage Wise, (hereinafter referred to as "Buyer"), and an interested third-party having no debts or credits with either Buyer or Seller acting as Trustee - ________________ a Rocklin, California resident otherwise known in Second Life(tm) as Bogart Beck, (hereinafter referred to as "Trustee").

Whereas Seller is hereby selling and Buyer is hereby purchasing the following assets ("Assets") of Seller, at the price, terms and conditions hereinafter set forth:

A perpetual, non-exclusive, non-revocable license to use the computer software formerly called AVIX - a Stock Exchange Simulation Program, in its entirety, as developed and distributed by Tango11, LLC, (hereinafter referred to as "the software").

All right, title and interest in and to the name AVIX, which name Seller warrants and represents to be the only trade name and trademark used by Seller in the course of operating its Second Life(tm) Stock Exchange, (a fictitious business operating within and adjacent to Second Life(tm) using said software).

All of Seller's Stock Exchange transactional BUY and SELL Orders as listed by the software and made a part hereof. Said orders are represented by Seller to have been dutifully transacted and settled as of this date, and, that ANY and ALL settlement claims that may be made by customers for currencies due them as a result of transactions occuring at any time prior to this date shall remain the SOLE RESPONSIBILTY of Seller. Seller additionally represents that he has maintained adequate records to assist the "Trustee" named herein in disbursing funds to any prior transaction settlement claimants where necessary.

All of seller's right, title and interest in and to its list of customers, together with all other historical records, documents, specifications and quantities sold within the "software". The list of customers is represented by Seller to be essentially all significant customers.

Whereas Seller has freely and of his own accord acknowledged that some transactions that ocurred prior to this date have not properly settled, and monies ($Lindens) are due and payable to a number of parties, and, whereas Seller wishes to dutifully settle all claims now known or unknown, Seller hereby appoints a "Trustee" to act on behalf of, and as an intermediary between Seller and "Claimants", therefor :

Annexed hereto, made a part hereof and marked "Schedule A" is a full and complete list of liabilities and creditors of Seller. As of this date said liabilities and creditors are separated into the following: secured creditors commonly known as "Allenvest Depositors" (including any/all funds that were held in trust on behalf of IPO customers), and unsecured creditors commonly known as "AIG Shareholders", "Land Fund Investors" and "Other" (ALT Claimants and any other claims currently known).

Except for the orders which are being assigned to Buyer, Buyer shall not assume or pay any of Seller's liabilities.

The proceeds of this sale shall be applied towards payment of all secured creditors and unsecured creditors, with the exception of those set forth on "Schedule B" (a complete and throrugh accounting of any claims that have been settled outside of this agreement, and any disputed and/or disaffirmed claims), annexed hereto and made a part hereof, and, said proceeds shall be delivered to the Trustee named herein to be used specifically for payment of such liabilities.

The remainder of all liabilities and obligations of Seller shall be paid from the first proceeds Seller receives from the sale of any/all Second Life(tm) SIMS he maintains under ANY name.

Seller by consenting hereto, shall indemnify, defend and hold Buyer and Trustee harmless from any and all liability for any of Seller's obligations or liabilities, existing, accrued or contingent and any and all expenses including reasonable attorneys' fees therewith, which indemnity shall survive closing of this Agreement.

In the event a claim is made against Buyer or Trustee for any of Seller's obligations or liabilities, Buyer or Trustee shall notify Seller and Trustee, in writing, of such claim.

In the event Seller or Trustee fails to obtain a release to Buyer and Trustee from the claimant within thirty (30) days after notice is given to Seller thereof, then in addition to any and all rights and remedies, Buyer shall be entitled to offset the amount of such claim against the monies due:

Whereas it is mutually agreed by all parties hereto that this transaction and all related transactions hereof will be conducted using a Unit of Measure commonly referred to as $Lindens, (hereinafter referred to as "the currency"), and that such currency, while NOT LEGAL TENDER in the United States, will be accepted and is acceptable as renumeration by all parties hereto, and, any "payment" utilizing such unit of measure shall constitute the full and complete monetary consideration by all parties, therefor:

The purchase price for all assets purchased hereunder is the sum of Three Million Three Hundred Thousand $Lindens ($L3,300,00.00), which sum shall be delivered to Seller's Trustee in equal monthly installments of NO LESS THAN Two Hundred Seventy Five Thousand $Lindens ($L275,000.00) per month commencing November 01, 2007 and continuing through and including August 01, 2008 at which time a FINAL Payment will be made representing any remaining balance due. There shall be no pre-payment penalty assessed should Buyer elect to pay the balance in full at any time before August 01, 2008

In addition thereto, immediately upon bilateral execution of this agreement, Buyer shall release to Sellers Trustee ANY and ALL Stock Certificates (Shares), $Linden deposits and/or any other monies currently held by JT Financial - a fictitious business operating within and adjacent to Second Life(tm) and SL Capital Exchange - a fictitious business operating within and adjacent to Second Life(tm) for the explicit purpose of liquidation and distribution of the proceeds thereof in an orderly and equitible manner as determined by the Trustee.

As of this date, Cash ($Lindens) on deposit at JT Financial in the name of Investor Allen TOTAL $L6,685.50

As of this date, exactly 11,002,698 stock certificates of SL Capital Exchange (SLCX Shares) are held in the name of Investor Allen.

As of this date, exactly 333,900 stock certificates of Karlfeldt & Delgato Capital (KDC Shares) are held in the name of Investor Allen.

As of this date no other Investor Allen assets are known to be held by JT Financial or SL Capital Exchange.

It has been mutually agreed that liquidation of the forementioned assets MUST be accomplished in such a manner that the SELLING and administration thereof -

Does NOT adversely effect the share price of either SLCX or KDC, or the simulated capital market upon which such shares trade, and,

Complies 100% with the incumbent policies and procedures of both JT Financial and SL Capital Exchange, and,

Maximizes the recovery potential of such securities for the benefit of the claimants, therefor,

Upon bilateral execution of this agreement and transfer of control of the forementioned assets to the Trustee, said Trustee shall liquidate and distribute proceeds pursuant to the following guidelines;

The Trustee shall immediately distribute, on a 1 for 1 ratio (1:1), one (1) share of Investor Allen's SLCX stock for each one (1) share of AIG (Allenvest Investment Group) stock held by parties unaffiliated with Allenvest. This effectively privatizes AIG and Investor Allen may move forward with that venture as he sees fit.

The Trustee shall begin liquidating the remaining Investor Allen SLCX shares AT MARKET or LIMIT at share prices NO LESS THAN L$.30 per share (the preceding 10 day closing average of SLCX as of this date).

The Trustee shall begin liquidating the remaining Investor Allen KDC shares AT MARKET or LIMIT at share prices NO LESS THAN L$.64 per share (the preceding 10 day closing average of KDC as of this date).

The Trustee may cause NO MORE THAN L$100,000 PER DAY in Investor Allen related Funds to be withdrawn from JT Financial and/or SL Capital Exchange combined.

Any and all funds secured by the Trustee shall be maintained and safeguarded in a bona fide fiduciary manner, (ie; in a seperate dedicated account with a verifiable audit trail of all proceeds and disbursements)

As is customary in Trustee-Obligee relationships, the Trustee shall be entitled to deduct as a commission and Administrative fee, a sum equal to to ten (10%) percent of the net monies recovered each month via the liquidation of the forementioned assets.

All remaining proceeds will be distributed to creditors no later than the 10th day of each month, and a true and accurate accounting of such disbursements shall be produced and distributed to Seller no later than the 15th day of each month until such time as all proceeds of this sale have been distributed and a FINAL Accounting has been distributed to the Seller and Claimants.

In the event future claims are submitted, the forementioned commitments and obligations and the indemnity provision hereof shall apply thereto under the same terms and conditions outlined hereof..

Now, therefor, for the valuable consideration described above, SELLER agrees and represents, as follows:

That upon transfer of title to all Assets sold hereunder, such Assets shall be delivered free and clear of any and all liens, encumbrances and obligations.

That this transaction was duly authorized by the Seller, and Seller is hereby authorizing this transaction in its entirety.

That it has entered into no other contract or commitment to sell, assign, mortgage or otherwise encumber the Assets being sold hereunder or any portion thereof.

That the accounts to be sold hereunder are represented to be bona fide in all respects. In the event the net monies received from said accounts is less than the total face value thereof, Seller shall indemnify Buyer and Trustee for the amount of such deficiency.

That there are no judgments, liens, actions or proceedings pending against it in any court, nor is there any litigation, proceeding, governmental or United Postal Service investigation presently pending to be paid from the purchase price.

Except as provided in a separate agreement pertaining to the requirement of the consent of the Trustee, neither the execution and delivery of this Agreement nor the consummation of the contemplated transactions herein will conflict with or result in a breach of any of the terms, conditions or provisions of any law or any regulations, order, writ, injunction or decree of any court or governmental instrumentality, or of any agreement or other instrument to which it is a party or by which it is bound.

This Agreement is a legal, valid and binding obligation of the Seller.

Now, therefor, for the valuable consideration described above, BUYER agrees and represents, as follows:

Neither the execution and delivery of this Agreement nor the consummation of the contemplated transactions herein will conflict with or result in a breach of any of the terms, conditions or provisions of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality or of any agreement or instrument to which it is a party or by which it is bound.

This Agreement is a legal, valid and binding obligation of the Buyer as Guarantor and Buyer as Guarantor is hereby authorizing this transaction.

Buyer as Guarantor is an indiviual and has the authority to execute this Agreement and all documents pursuant thereto.

Buyer shall not assign its obligations hereunder nor will it take any action such as liquidation, dissolution or merger to avoid its obligations hereunder.

Buyer is the Guarantor, which, by executing this Agreement, guarantees all the obligations of Buyer hereunder and agrees not to take any action such as liquidation, dissolution or merger to avoid its obligations hereunder.

Now, therefor All of the warranties and representations of both Seller, Buyer and Guarantor shall survive closing of this contract.

Now, therefor Simultaneously herewith, the following documents are being signed and delivered:

Seller is delivering to Buyer a Bill of Sale transferring to Buyer all of the Assets sold hereunder, free and clear of any and all liens, encumbrances, security interests, debts or taxes of any nature whatsoever.

Any claim or controversy arising among or between the parties hereto pertaining to this Agreement and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Richardson, Texas by three (3) arbitrators under the then prevailing rules of the American Arbitration Association.

This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Whenever a term defined by the Uniform Commercial Code is used in this Agreement, the definition contained in the code is to control.

This Agreement can be modified or rescinded only by a writing by both parties or their duly sworn authorized agents.

No claim or right arising out of the breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

This Agreement shall inure to the benefit of and be binding upon the parties named herein as the Seller and the Buyer and, except as heretofore provided, to their respective successors, assigns, heirs, executors, legal representatives and administrators.

This Agreement shall be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and this Agreement shall be construed under the laws of the State of Texas.

All notices hereunder shall be sent by certified mail, return receipt requested, with copies to the parties' by regular mail as follows:

[specify seller's address]
[specify seller's attorneys' address]
[specify buyer's address]
[specify buyer's attorneys' address]

IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written.

CONSENTED AND AGREED TO:



_____________________________________________________________________ Date:

Seller: K. Van Leuven


______________________________________________________________________ Date:

Buyer: T. Ho


_____________________________________________________________________ Date:

Trustee: D. Roudebush
log in to reply