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On June 19,
2015, shareholders of the Company approved the sale of the Arkansas River Valley assets to Arkansas River Farms in accordance
with the Purchase and Sale Agreement. The closing of the transaction remains subject to the completion of due diligence and the
satisfaction of other conditions. Effective as of July 2, 2015, the parties entered into an amendment to the Purchase and Sale
Agreement that, among other things, provides for the following:
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The purchase price
was reduced from approximately $53 million to $45.8 million, subject to adjustment in accordance with the terms of the Purchase
and Sale Agreement, as amended; |
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Within two business
days of the Company's delivery to the title company of certain closing documents approved by Arkansas
River Farms, the remaining $975,000 of earnest money deposit shall be released to the Company, which deposit shall be non-refundable
(subject to certain limited circumstances) and credited against the purchase price at closing; |
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The Company shall
retain all rents and be responsible for all water assessments and property taxes for the farm operations through calendar 2015,
whereas the Purchase and Sale Agreement had previously provided that such items would be prorated between the parties based
on the timing of the closing within the year; |
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The portion of the
oil, gas, natural gas, and hydrocarbons appurtenant to the land to be retained by the Company increased from 75% to 100%;
and |
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For purposes of
any adjustments to the purchase price, the multiplier for each Dry-up Share (as defined in Section 10 of the Fourth
Amendment filed herewith as Exhibit 10.4) that Arkansas River Farms does not purchase (based on
a determination that there is insufficient evidence to conclude that the obligation to dry-up the property and allow
the Dry-Up Shares to be used elsewhere) was increased from $1,625 to $3,250. |
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