Exhibit No. 3.3
ASSIGNMENT OF SALES CONTRACT
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This Assignment Of Sales Contract ("Assignment"), dated as of
____________________, 199___, by and between Genesis Financial Group, Inc., a
Virginia corporation, (hereinafter referred to as "Corporation"), and
______________________________ (hereinafter individually or collectively
referred to as "Assignee").
RECITALS:
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A. In connection with a SB-1 registered offering ("Offering") by the
Corporation of its Retail Installment Sales Contracts ("Contracts"), Assignee
has previously executed a Subscription Letter ("Letter") subscribing for one or
more Contracts pursuant to his investment in the Corporation in the amount set
forth in the aforementioned Letter, to which reference is hereby made.
B. In furtherance of the Assignee's investment in the Corporation and for
the purpose of effectuating the terms and conditions set forth in the Letter and
the Offering, Corporation hereby executes this Assignment to evidence the
Contracts to be allocated to the Assignee's account pursuant to his investment
in the Corporation.
Corporation hereby warrants and represents as follows:
1. Corporation is the holder of all rights, title and interest in and to
those certain Contracts attached hereto as Exhibit "A" which documents have
arisen in the normal course of the Corporation's business.
2. In consideration of Assignee's investment in the Corporation pursuant
to the aforementioned Letter and Offering, the Corporation hereby grants,
transfers, and conveys to the Assignee all of its rights, title and interest in
and to those certain Contracts set forth on Exhibit "A" attached hereto until
such time as said Contracts are paid in full or the Assignee has otherwise
received a full refund of his investment in the Corporation, together with his
applicable return on investment as provided for in Paragraph 3 hereof.
Notwithstanding the foregoing, the Corporation shall have the right to
substitute any Contract assigned hereunder with a Contract of comparable value
in the event of a default under any such Contract pursuant to the terms of the
Letter and that certain Guarantee And Replacement Agreement executed in
conjunction with this Assignment for the benefit of Assignee.
3. Disclosed on Exhibit "B" hereto are the calculations of the Assignee's
rate of return on his investment in the Corporation as a function of the
specific Contracts assigned to him.
4. Assignee hereby agrees to return to the Corporation any and all
Contracts, Certificates of Title and any other document
delivered to Assignee pursuant to his investment in the Corporation upon receipt
thereby of cash, and/or property, in the amount of his interest investment plus
his calculated return on his investment.
5. The Corporation agrees to execute this Assignment and Exhibits in
duplicate. One original counterpart shall be forwarded to the attention of the
Assignee. Copies of all amendments to Exhibits "A" and "B" hereunder that are
generated from time to time in connection with the Assignee's investment will
also be executed and forwarded as they arise.
WITNESS the following execution:
"Corporation"
Genesis Financial Group, Inc., a Virginia
corporation
By:______________________________________
Its:_____________________________________
"Assignee"
By:______________________________________
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EXHIBIT A
Assignment of Sales Contract
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A. List of Assigned Vehicular Sales Contracts
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
Genesis Financial Group, Inc.,
a Virginia Corporation
By:__________________________________ ______________________________
Assignee
Its:_________________________________
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EXHIBIT B
Calculation Of Rate Of Return
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Genesis Financial Group, Inc.,
a Virginia Corporation
By:_________________________________ _______________________________
Assignee
Its:________________________________
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