AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
Exhibit 10.4
AMENDMENT TO
OF
150 CCM BLACK OAK, LTD.
This
Amendment (this “Amendment”) to the Agreement of
Limited Partnership (the “Partnership Agreement”) of 150 CCM Black Oak,
Ltd. (the “Company”), dated as of September
25, 2017, is hereby adopted by 000 Xxxxx Xxx XX, Inc., a Texas
corporation, whose address is 000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000, as general partner
(“General
Partner”), and each of the individuals or entities
whose names are set forth on the Amended Exhibit A attached to this
Amendment as limited partners (the “Limited Partners”). Capitalized
terms used but not defined herein are used as defined in the
Partnership Agreement.
WHEREAS, the General Partner presently
owns One Percent (1%) of the partnership interests of the
Company;
WHEREAS, the Xxxxxxx Family Trust II
presently owns Fifty Percent (50%) of the issued and outstanding
common stock of the General Partner;
WHEREAS, the Xxxxxxx Family Trust II is
presently the owner of limited partnership interests representing
Twenty-Three and One Half Percent (23.5%) of the Company’s
partnership interests; and
WHEREAS, Xxxxxxx Family Trust II has
agreed to tender for surrender any and all common stock or right to
other equity interest it may have or be entitled to receive at time
in the future in the General Partner in exchange for the increase
of its ownership of the limited partnership interests of the
Company from Twenty-Three and One Half Percent (23.5%) of the
Company to Twenty-Four Percent (24%) of the Company’s
partnership interests;
NOW, THEREFORE, on the basis of the
mutual covenants and agreements made herein, which are expressly
deemed to constitute adequate and sufficient consideration in all
respects, the General Partner and the Limited Partners do hereby
agree as follows:
1.
Cancellation of Shares of 000 Xxxxx Xxx XX,
Inc. The Xxxxxxx Family Trust II hereby agrees to tender for
cancellation any and all shares of the common stock of the General
Partner that it presently owns and surrenders all of its right,
title and interest in such common stock or any other equity
interest in the General Partner that it may have or be entitled to
receive at a future date. In connection therewith the Xxxxxxx
Family Trust II hereby agrees to execute and deliver the stock
power attached hereto as Exhibit B, and shall execute
any and all other instrument as shall be necessary and proper to
effectuate the cancellation of any and all equity interest it may
own in the General Partner or may have the right to
receive.
2.
Cancellation of Certain Partnership
Interests. The General Partner hereby agrees to the
cancellation of One-Half (1/2) of its general partner interests in
the Company.
3.
Issuance of Certain Partnership
Interests. The General Partner and the Limited Partners
agree that the Xxxxxxx Family Trust II shall be entitled to receive
an additional One-Half of One Percent (.5%) of the partnership
interests of the Company in consideration for the cancellation of
its ownership interest in the General Partner.
4.
Amendment to Exhibit A of the Partnership
Agreement. The General Partner and the Limited Partners do
hereby amend the Partnership Agreement as follows, to reflect the
adjustments described herein: Exhibit A to the Partnership
Agreement is amended and replaced in its entirety as set forth on
Exhibit A
hereto.
5.
No Additional Modifications. Other than
as set forth herein, all other terms and conditions of the
Partnership Agreement shall remain unchanged and in full force and
effect.
6.
Successors and Assigns. This Amendment
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
7.
No Third Party Beneficiaries. This
Amendment is intended for the benefit of the parties hereto and
their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any
other person.
8.
Counterparts. This Amendment may be
executed in any number of counterparts (including by fax or any
other means of electronic transmission each of which shall be an
original for all purposes), and all of which taken together shall
constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the date and year first above
written.
GENERAL
PARTNER:
000
XXXXX XXX XX, INC.
A Texas
corporation
By: /s/
Xxxxxxx
Xxxxx
Name:
Title:
LIMITED
PARTNERS:
SED
DEVELOPMENT USA, INC.
A
Delaware corporation
By:
/s/ Xxxxxxx
Xxxxx
Name:
Title:
AMERICAN
REAL ESTATE INVESTMENTS LLC
A
Missouri Limited Liability Company
By:
/s/ Xxxxx
Xxxxxx
Name:
Title:
XXXXXXX
X. XXXXXXX, TRUSTEE FOR
THE
XXXXXXX FAMILY TRUST II
By:
/s/ Xxxxxxx X.
Xxxxxxx
Name:
Title:
EXHIBIT “A”
TO
150 CCM BLACK OAK, LTD. PARTNERSHIP AGREEMENT
General Partner
|
Name and Address of
General Partner
|
Partnership Interest
|
Capital Contribution
|
|
000
Xxxxx Xxx XX, Inc.
000
Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx
000 Xxxxxxx, Xxxxx 00000
|
.5%
|
$100.00
|
Limited Partners
|
Names and Addresses of
Limited Partners
|
Partnership Interest
|
Capital Contribution
|
|
SeD DEVELOPMENT USA, INC. (f/k/a) CCM DEVELOPMENT USA
CORPORATION
|
68.5%
|
$4,300,000.00
|
|
AMERICAN REAL ESTATE INVESTMENTS LLC
|
7%
|
Zero*
|
|
XXXXXXX X. XXXXXXX, TRUSTEE FOR THE XXXXXXX FAMILY TRUST
II
|
24.0%
|
Zero*
|
*Limited
partner contributed contracts to purchase property
EXHIBIT B
STOCK POWER
IRREVOCABLE
STOCK POWER
FOR
VALUE RECEIVED, The Xxxxxxx Family Trust II does hereby transfer
to:
000
Xxxxx Xxx XX, Inc.
500
common shares of 000 Xxxxx Xxx XX, Inc. (the “Company”)
represented in the Company’s books and records as maintained
by the Company.
These
shares are tendered for cancellation pursuant to the Amendment to
Agreement of Limited Partnership of 150 CCM Black Oak, Ltd, dated
September 25, 2017 (the “Amendment”). The undersigned
does hereby irrevocably constitute and appoint the Company as
attorney to transfer the said stock on the books of the Company as
provided in the Amendment.
The Xxxxxxx Family Trust II
_______/s/ Xxxxxxx X.
Holland________
Name:
Xxxxxxx X. Xxxxxxx
Title: Trustee
Dated:
September 26, 2017
