2008-12-05_PERMIT FILE - M2008082 (3)

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i> 4'2002 LandAmerica Financial Group, Inc. All Rights Reserved L• LES File Number: RIX-07-001732-00 LandAmerica° 1031 Exchange Services ASSIGNMENT OF MEMBERSHIP INTEREST THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this "Assignment", made and entered into as of the W(o day of April, 2008, by and among BUILDING EXCHANGE COMPANY, a Virginia corporation ("Assignor"), LANDAMERICA 1031 EXCHANGE SERVICES, INC., a Virginia corporation ("LES"), and READY MIXED CONCRETE COMPANY ("Exchangor"). STATEMENT OF PURPOSE Assignor is the sole member of Morton Lakes, LLC, a Colorado limited liability company ("Owner"). Assignor, LES and Exchangor are parties to that certain Assignment and Acceptance Qualified Exchange Accommodation Agreement dated as of April 14, 2008 (the "QEAA Assignment"). Pursuant to the terms of the QEAA Assignment, Exchangor assigned to LES its rights under the QEAA (as defined in the QEAA Assignment) to purchase the Replacement Property (as defined in the QEAA) of the Owner. • In consideration of the foregoing, the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Membership Interest Assigned: Pursuant to Section 9 of the QEAA, Exchangor requests that Assignor assign all of its membership interest in the Owner (the "Owner Membership Interest") to LES, in lieu of conveying title to the Replacement Property to Exchangor. Accordingly, as of the Effective Date (as hereinafter defined), Assignor hereby assigns all of its Owner Membership Interest to LES, subject to the provisions of Paragraph 2 below. 2. Direct Assignment: LES is obligated to assign the Owner Membership Interest to Exchangor. In order to save duplicative costs and expenses, as of the Effective Date LES directs Assignor, on behalf of LES, to assign the Owner Membership Interest directly to Exchangor. 3. Effective Date of Assignment; Rights of Assignee: The assignment of the Owner Membership Interest shall be effective as of the date first above written (the 'Effective Date"). On and as of the Effective Date, Exchanger shall become the sole member of Owner and shall have the right to receive from the Owner the share of profits, losses, distributions and other benefits to which Assignor would otherwise be entitled with respect to the Owner Membership Interest so assigned. In addition to the foregoing, on and as of the Effective Date, Assignor shall be relieved of its obligations as manager of the Owner, and the sole manager of the Owner shall be Ready Mixed Concrete Company. 0 M 19 Assignlnt BLR LLC