PURCHASE AGREEMENT

      THIS PURCHASE AGREEMENT (this Agreement), dated as of July 30, 2002, is by and among LANDMARK LAND COMPANY, INC. (the Company), on the one hand, and GOTHAM PARTNERS, L.P., GOTHAM PARTNERS III, L.P., GOTHAM PARTNERS INTERNATIONAL, LTD., GOTHAM HOLDINGS II, L.L.C., GOTHAM HOLDINGS III, L.L.C. and KARENINA PROPERTIES, L.L.C. (each of GOTHAM PARTNERS, L.P., GOTHAM PARTNERS III, L.P., GOTHAM PARTNERS INTERNATIONAL, LTD., GOTHAM HOLDINGS II, L.L.C., GOTHAM HOLDINGS III, L.L.C. and KARENINA PROPERTIES, L.L.C., a Gotham Party and collectively, the Gotham Parties), on the other hand.

RECITALS

      WHEREAS, Gotham Partners, L.P. is the legal owner of 1,666,396 shares of the common stock, par value $0.05 per share, of the Company (the Common Stock), Gotham Partners III, L.P. is the legal owner of 59,287 shares of the Common Stock, Gotham Partners International, Ltd. is the legal owner of 94,785 shares of the Common Stock, Gotham Holdings II, L.L.C. is the legal owner of 210,917 shares of the Common Stock, Gotham Holdings III, L.L.C. is the legal owner of 11,815 shares of the Common Stock and Karenina Properties, L.L.C. is the legal owner of 1,242,070 shares of the Common Stock.

      WHEREAS, the Company and Gotham Parties have determined that the interests of the Company and its shareholders would best be served by the Companys purchase of the Common Stock from the Gotham Parties.

      NOW THEREFORE, in consideration of the covenants and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

      Section 1.01     Transfer of Shares.     Subject to the terms and conditions of this Agreement, at the closing referred to in Section 2.1 (the Closing), the Gotham Parties shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase, acquire and accept from the Gotham Parties, 3,285,270 shares of Common Stock (the Shares), free and clear of all Encumbrances.

      Section 1.02     Purchase Price.     The purchase price per Share (the Purchase Price) shall be $1.00. The Purchase Price shall be paid by the Company at the Closing by wire transfer of immediately available funds to accounts designated in writing by the Gotham Parties. In the event the Company voluntarily purchases Common Stock for a purchase

2

price in excess of $1.00 per share during the period commencing on the Closing and ending one year thereafter (a MFN Purchase), the Company shall be obligated to pay the Gotham Parties a sum equal to 3,285,270 times the per share purchase price in excess of $1.00 paid by the Company in the MFN Purchase. In the event that more than one MFN Purchase is closed, the payment obligation to the Gotham Parties shall be calculated based upon the highest per share price in a MFN Purchase. Notwithstanding the above, the following shall not be deemed Most Favored Nation Purchases: (i) purchase(s) of Common Stock by the Company made pursuant to court order, governmental requirement or similar involuntary action, (ii) purchase(s) of Common Stock by the Company not exceeding an aggregate of 160,000 shares during said annual period, and (iii) transactions in which all remaining shareholders of Landmark receive or are offered shares or other non-cash consideration in exchange for Common Stock, such exchange being made or offered on the same basis for all shareholders. In the event of a split or reverse split of Common Stock during the one-year period after Closing, appropriate adjustments shall be made in the definition of, and payment obligations of the Company under, a MFN Purchase.

ARTICLE II
 

End of Preview

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC