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Re: LowFloatGoat post# 43458

Tuesday, 06/26/2007 3:02:53 PM

Tuesday, June 26, 2007 3:02:53 PM

Post# of 79921
I dont know where you are getting this information. I have provided the exact language from the "Agreement to Purchase or Sell there are no preferred shares of PBLS, LLC. They dont exist and the .03 exercise price does not exist

Once again here is the exact language from the agreement:

"1. Price: The purchase price of said property shall be ELEVEN MILLION and 00/100 ($11,000,000 DOLLARS, to be paid as follows:

A. Purchaser shall pay to the seller the sum of SEVEN MILLION ($7,000,000.00) DOLLARS in cash

B. The remainder of the said purchase price shall be reflected in two options. The first option granted to the Seller is the purchase of four hundred thousand shares of Phoenix Associates Land Syndicate's Preferred Stock with a Par Value of $10.00 per share, for a total of Four Million ($4,000,000) Dollars. The price of said option shall be ten dollars and the option shall be for a period of seventy-two months form the date of closing. The closing is anticpated to take place on or before October 1, 2006. The option agreement and the preferred stock shall also include that the holder of the preferred stock has a right to "put" any or all of the shares to the Buyer after five (5) years and the Buyer shall redeem/purchase any and/or all preferred shares "put" by the holder for $10.00 per share; or

C. The second opinion shall be granted to the Seller to convert up to fifteen (15%) percent of the preferred shares referred to hereinabove into common Stock of the Buyer in any one year beginning one year from the date of closing. The price per share shall be the price of the buyers Common Stock posted on its stock exchange as of the postmark date of the notice of conversion sent by U.S. Mail.

THERE ARE NO PREFERRED SHARES OF PBLS LLC, IF THAT IS WHAT THE SELLER HAS, THEN IN REALITY HE HAS NOTHING AS THOSE SECURITES DO NOT EXIST.

Seller can convert upto 60,000 shares in year 2, 60,000 shares in year 3 and so on. As you can see there is no minimum price. I dont know where you get that and why would that even make sense in an agreement like this. The seller is obviously not going to exercise option #2 unless the stock price is above $10, otherwise he will wait his 5 years and collecte the balance due. It is a great financing move for PBLS as it is basically and interest free loan for 5 years. In 5 years after they have completed the remodeling and build out of the property it will be worth alot more and the loan can be paid out of proceeds from the sale and development of the units on the property. So please think before you respond.

PBLS LLC shares do not exist it is a company set up just to hold title of the Condo's to satisfy the lender.

SO IF YOU HAVE ANY MORE QUESTIONS ABOUT THE CONDO/TOWNHOME DEAL LET ME KNOW.

GOOD DAY




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