MANAGEMENT AGREEMENT
Exhibit
10.10
This
MANAGEMENT AGREEMENT (the “Agreement”) is entered into on the _____ day of
________, 20__ by and between JDM REEF CAPITAL MANAGEMENT, LLC (the “Investment
Manager”), and JDM REEF CAPITAL FUNDING, LLC, a Delaware limited liability
company (the “Fund”).
RECITALS
WHEREAS,
the Fund is engaged in a business of investing assets as more fully described
in
the Operating Agreement of the Fund (as the same may be amended, modified and
restated from time to time, the “Fund Agreement”);
WHEREAS,
the Investment Manager has expertise in managing the types of investments for
which the Fund is authorized to invest pursuant to the Fund
Agreement;
WHEREAS,
the Fund desires to engage the Investment Manager to provide the Fund with
certain investment management and related services, and the Investment Manager
desires to render such services to the Fund in consideration of a fee as
hereinafter specified; and
WHEREAS,
the engagement of the Investment Manager is authorized by the Fund
Agreement;
WHEREAS,
the Investment Manager wishes to manage assets of the Fund and agrees to act
in
a manner consistent with the Fund Agreement and under the supervision of, and
guidelines established by, the Managing Member of the Fund, JDM CAPITAL FUNDING
II, LLC, a Delaware limited liability company (the “Managing
Member”).
NOW,
THEREFORE, in consideration of the agreements made herein and intending to
be
legally bound hereby, it is agreed by and between the parties hereto as
follows:
| 1. |
Fund
Agreement Controls; Definitions. If there are any inconsistencies
or
conflicts between the terms and conditions of this Agreement and
the terms
and conditions set forth in the Fund Agreement, the terms and conditions
of the Fund Agreement shall control. Capitalized terms used and not
otherwise defined herein shall have the respective meanings attributable
to such terms in the Fund
Agreement.
|
| 2. |
Provision
of Services by Investment Manager. The Fund hereby retains the Investment
Manager to provide investment management services set forth in
Schedule 2.0 of this Agreement (“Management Services”) and hereby
appoints the Investment Manager to act on behalf of the Fund to find
and
evaluate investments pursuant to the Investment Guidelines (as defined
in
Section 3 below). The Investment Manager hereby accepts such retention
and
agrees to provide such investment management services as provided
for in
this Agreement.
|
1
| 3. |
Investment
Committee; Investment Guidelines and Objectives.
|
| 3.1 |
The
Fund Agreement provides that the Fund establishes an investment committee
(the “Investment Committee”). The Investment Committee shall consist of at
least three (3) members; with no less than two (2) representing the
Fund
and appointed by the Fund; and no less than one (1) representing
the
Investment Manager and appointed by the Investment Manager. The current
composition of the Investment Committee for the Fund is set forth
on
Schedule 3.1 of this Agreement.
|
| 3.2 |
Additional
members may be added by a majority vote of the current members. Vacancies
shall be replaced by the party whom the vacating member
represented.
|
| 3.3 |
Investment
Manager shall provide Management Services for the Fund in accordance
with
the investment objectives and guidelines established by the Investment
Committee as set forth on Schedule 3.3 of this Agreement, as it may
be
amended or revised from time to time by the Investment Committee
(the
“Investment Guidelines”).
|
| 4. |
Investment
Committee; Powers and Duties of the Investment Manager.
|
| 4.1 |
The
Investment Committee retains full and absolute discretion and complete
and
full power and authority to invest and reinvest the Fund Assets in
investments recommend by the Investment Manager. In order to approve
an
investment (“Authorized Investment”) the Investment Committee must approve
the Authorized Investment by the unanimous written consent of all
members
of the Investment Committee. All other decisions shall be made by
a
majority vote of the Investment Committee
members.
|
| 4.2 |
In
connection with each Authorized Investment, the Investment Committee
shall
delegate the Investment Manager with the requisite power and authority
to
manage the Authorized Investment to serve the best interest of the
Fund
and to follow the Investment Guidelines. Such power shall be in the
form
of a written limited power of attorney signed by a duly authorized
representative of the Managing Member of the Fund; provided, however,
should there be more than one managing member of the Fund, then such
power
of attorney shall be signed by all such managing
members.
|
| 4.3 |
The
Investment Manager and its manager(s), employees, and agents shall
discharge their duties and exercise their powers hereunder solely
in the
interest of the Fund and with the care, skill, prudence and diligence
that, under the circumstances then prevailing, a prudent person acting
as
a fiduciary in a like capacity and familiar with such matter would
use.
The Investment Manager shall devote such time and attention to the
affairs
of the Fund as is reasonably necessary to fulfill its obligations
under
this Agreement.
|
| 5. |
Investment
Management Fee. As compensation for the Investment Manager’s services
rendered hereunder, the Fund shall pay the Investment Manager a fee
as set
forth on Schedule 5.0 of this Agreement (the “Management
Fee”).
|
| 6. |
Status
of Investment Manager. Investment Manager agrees and acknowledges
that in
performing its duties and obligations under this Agreement, Investment
Manager (including its affiliates) is acting as an independent contractor
and not as a partner, agent, or employee of Fund. Further, nothing
contained in this Agreement shall be construed to create the relationship
of principal and agent, partnership, joint venture or any other
relationship between the Investment Manager and the Fund, other than
the
relationship of independent contractors. Investment Manager shall
have no
authority to execute contracts for or on behalf of Fund, or otherwise
to
bind Fund to any legal obligation unless duly authorized in the manner
provided in Section 4.
|
2
| 7. |
Expenses.
During the term of this Agreement, the Investment Manager shall be
responsible for all of its own normal day-to-day operating expenses,
including, without limitation, compensation of its staff and the
cost of
office space, office equipment, communications, utilities and other
such
normal overhead expenses. In addition, the Investment Manager will
be
responsible for expenses incurred in connection with the Management
Services. The Investment Manager is solely responsible for paying
his or
its own federal state and local income taxes, and any unemployment
insurance and employee benefits to its employees. The Fund will be
responsible for direct transactional expenses such as legal, accounting,
leverage (if appropriate) or other specialized consulting or professional
services that are required and that the Investment Manager would
not
normally be expected to render with its own professional staff.
Additionally, the Fund shall be responsible for Fund Expenses as
set forth
in the Fund Agreement. Any expenses that the Fund will be responsible
for
must be pre-approved by a majority of the Investment
Committee.
|
| 8. |
Right
of First Refusal. Investment Manager shall present to the Fund all
investment opportunities known to or reviewed by the Investment Manager
that meet the Investment Guidelines. Investment opportunities that
the
Fund declines may then be offered or directed by Investment Manager
to
others on terms no more favorable than those terms presented or
recommended to the Fund.
|
| 9. |
Legal
Compliance. With regard to providing the Management Services contemplated
by this Agreement, Investment Manager and its manager(s), members,
affiliates, and employees will at all times comply with all applicable
federal and state laws, rules, and regulations regarding the Management
Services provided under this Agreement. The Investment Manager is
not
registered or licensed to act, nor does it hold out itself or any
of its
employees or affiliates as, a broker, dealer or investment advisor
(as
those terms are defined in federal securities laws). Notwithstanding
the
preceding sentence, Investment Manager promptly shall undertake the
process of becoming licensed if, subsequent to the execution of this
Agreement, Investment Manager is required to do so pursuant to a
change in
applicable law in connection with providing Management Services under
this
Agreement.
|
| 10. |
Representations
and Warranties of the Fund. Fund represents, warrants, and covenants
to
the Investment Manager that:
|
| 10.1 |
Fund
is duly and validly organized and is validly existing and in good
standing
under the laws of the State of its formation, and is duly qualified
to
conduct business in each jurisdiction in which it engages in
business.
|
| 10.2 |
Fund
has all requisite power and authority, and all necessary authorizations,
approvals, required to enter into this Agreement and to be bound
by the
terms hereof. This Agreement will not result in the breach of any
terms,
conditions or provisions of, or constitute a default under, any agreement
or other instrument to which it is a party, or to which it may be
bound.
|
| 10.3 |
The
Fund has the authority to appoint the Investment Manager to manage
the
assets held in the Fund.
|
| 10.4 |
There
are no pending suits, actions, investigations or proceedings of any
kind,
or current judgments that might, individually or in the aggregate,
materially affect Fund, its financial status or ability to carry
on the
business contemplated hereunder.
|
| 10.5 |
The
Fund will maintain all books and records reasonably necessary to
comply
with its obligations under this
Agreement.
|
| 10.6 |
Fund
shall immediately notify Investment Manager upon learning of any
fact or
the occurrence of any event, which would render any representation
hereunder untrue or constitute a violation of any warranty or covenant
hereunder.
|
3
| 11. |
Representations
and Warranties of the Investment Manager. Investment Manager represents,
warrants, and covenants to Fund that:
|
| 11.1 |
Investment
Manager is duly and validly organized and is validly existing and
in good
standing under the laws of the State of its formation, and is duly
qualified to conduct business in each jurisdiction in which it engages
in
business.
|
| 11.2 |
Investment
Manager has all requisite power and authority, and all necessary
authorizations, approvals, and licenses required to enter into this
Agreement and to be bound by the terms thereof and to perform the
Management Services.
|
| 11.3 |
There
are no pending or past suits, actions, investigations or proceedings
of
any kind, or judgments which might, individually or in the aggregate,
materially affect Investment Manager, its financial status or ability
to
carry on the business contemplated hereunder. All such actions have
been
disclosed to the Fund prior to this
agreement.
|
| 11.4 |
Neither
Investment Manager nor any of its members, managers, affiliates,
employees
or representatives shall use any marketing, educational or solicitation
materials to market the Fund unless such materials are either provided
by
the Fund or have been approved in writing by the Fund prior to any
such
use.
|
| 11.5 |
The
Investment Manager will maintain all books and records reasonably
necessary to comply with its obligations under this
Agreement.
|
| 11.6 |
Investment
Manager shall immediately notify the Fund if: (a) there is any material
change to any Authorized Investment in the Fund, (b) there is any
material
change in personnel assigned to perform the Management Services under
this
Agreement, (c) there is any change in control or management of Investment
Manager, or (d) Investment Manager becomes aware of any other material
change in its business organization, including, but not limited to
the
filing of bankruptcy relief or other legal proceeding, suits, or
actions
involving the Investment Manager, or any of its affiliates or employees.
.
|
| 11.7 |
Investment
Manager shall immediately notify Fund upon learning of any fact or
the
occurrence of any event, which would render any representation hereunder
untrue or constitute a violation of any warranty or covenant
hereunder.
|
| 12. |
Compliance
Inquiries. Each party shall cooperate fully and in good faith with
any
reasonable request by the other party to (i) review their internal
books
and records in connection with their obligations or duties under
this
Agreement, or (ii) respond to any regulatory or accounting audit,
investigation or inquiry, or legal action, related to any of the
activities contemplated by this Agreement and shall make its books
and
records available during normal business hours for such purposes.
If
either party requires or reasonably believes it needs copies of any
records of the other party to respond to any regulatory inquiry or
claim
or suit from any individual or entity, the party from whom the records
are
requested shall supply copies of such records in a timely manner.
Each
party shall make its records reasonably available to any neutral
third
party in connection with (i) above, or any regulatory authorities
or in
any judicial or arbitration proceeding involving the other party
in
connection with (ii) above, if requested by such other party. In
the
foregoing circumstances, the requesting party shall bear all reasonable
costs involved with copying and delivering such records.
|
4
| 13. |
Mutual
Indemnification.
|
| 13.1 |
Each
party (“Indemnifying Party”) shall, to the maximum extent permitted by
applicable law, indemnify and hold harmless the other party (“Indemnified
Party”) and, its members, managers, employees, agents, assigns or any of
their respective affiliates or any Person who was, at the time in
question, such a Person (each an “Indemnified Person” and collectively,
the “Indemnified Persons”) and the Indemnifying Party shall release each
Indemnified Persons, to the fullest extent permitted by law, from
and
against any and all damages, including, without limitation, damages
incurred in investigating, preparing or defending any action, claim,
suit,
inquiry, proceeding, investigation or appeal taken from any of the
foregoing by or before any court, governmental authority, or
self-regulatory authority, whether pending or threatened, whether
or not a
Indemnified Person is or may be a party thereto, which, in the judgment
of
the Managing Member, arise out of, relate to or are in connection
with
this Agreement, the Fund Agreement, or the management or conduct
of the
business or affairs of the Fund, provided that the act or failure
to act
giving rise to such damages was taken in good faith and except for
any
such damages that are found by a court of competent jurisdiction
to have
resulted primarily from any act or omission which constituted negligence,
intentional misconduct, an intentional or material breach of this
Agreement or the Fund Agreement, or a knowing violation of law.
|
| 13.2 |
The
termination of any proceeding by settlement shall not be deemed to
create
a presumption that the Indemnified Party involved in such settlement
did
not act in good faith or acted in a manner which constituted negligence,
intentional misconduct, an intentional or material breach of this
Agreement, a knowing violation of law or a material breach of any
securities laws. The indemnification provisions of this section may
be
asserted and enforced by, and shall be for the benefit of, each
Indemnified Person, and each Indemnified Person is hereby specifically
empowered to assert and enforce such right; provided that any Indemnified
Person who enters into a settlement of any proceeding without the
prior
approval of the Managing Member (which approval shall not be unreasonably
withheld) shall not be entitled to the indemnification provided in
this
section. The right of any Indemnified Person to the indemnification
provided herein shall be cumulative of, and in addition to, any and
all
rights to which such Indemnified Person may otherwise be entitled
by
contract or as a matter of law or equity and shall extend to his
or its
heirs, successors, assigns and legal
representatives.
|
| 14. |
Confidentiality.
|
| 14.1 |
The
Fund will receive in confidence, and maintain the confidentiality
of, and
not disclose for its own purposes or benefit or for that of any Affiliate
or third party, the names or other identifying characteristics of
Investment Manager’s sources of potential investments or the identity the
sources of investment opportunities presented to the Fund that the
Fund
declines to approve for any reason. The Fund will not acquire, from
or
through any source other than Investment Manager, any investment
opportunity meeting the Investment Guidelines that has been presented
to
the Fund by Investment Manager hereunder and acknowledged in writing
by
the Fund as being accepted or rejected. Upon the termination of this
Agreement for any reason, neither the Fund nor any Affiliate thereof
shall
for a period of six months following the date of termination, enter
into
any investments or transactions with a source first introduced to
the Fund
or to an Affiliate of the Fund by Investment Manager. Upon the termination
of this Agreement for any reason, neither the Investment Manager
nor any
Affiliate thereof shall for a period of six months following the
date of
termination, enter into any investments or transactions with a source
first introduced to the Investment Manager or to an Affiliate by
the
Fund.
|
| 14.2 |
Investment
Manager and Fund agree to keep confidential and not to disclose to
third
parties the terms and conditions of this Agreement except as may
be
required by law, rule or regulation, by any governmental regulator
or any
self-regulatory organization having jurisdiction over Investment
Manager,
or with the expressed written consent of the Managing Member of the
Fund.
Subject to compliance with applicable federal and state laws, rules
and
regulations, nothing in this Agreement shall prevent Investment Manager
from using the investment return results and other attributes of
the Fund
as a statement of Investment Manager “track record,” provided that neither
the Fund nor its affiliates are directly or indirectly
identified.
|
5
| 15. |
Term
and Termination.
|
| 15.1 |
This
Agreement shall be effective on and from the date that the Fund commences
operations and, unless otherwise terminated as provided herein, shall
run
through the Fund’s dissolution date. Either party shall have the right to
terminate this Agreement upon ninety (90) days prior written notice
to the
other party. Termination of this Agreement pursuant to this Section
15.1
shall be deemed to occur as of the termination date set forth in
such
notice.
|
| 15.2 |
Notwithstanding
the termination provision in Section 15.1, the Fund may terminate
the
Investment Manager at any time for “cause” by providing written notice of
termination. Such termination will become effective upon the giving
of
such notice. Upon any such termination for cause, the Investment
Manager
shall have no right to compensation for any period subsequent to
the
effective date of termination. For purposes of this Section 15.2,
“cause”
shall mean: (i) Investment Manager (including any of its members,
managers, or employees) is convicted of a felony or misdemeanor or
commits
a criminal act; (ii) Investment Manager (including any of its members,
managers, or employees), in carrying out its duties hereunder, has
acted
with negligence or intentional misconduct resulting, in any case,
in harm
to the Fund; (iii) Investment Manager (including any of its members,
managers, or employees) misappropriates funds or otherwise defrauds
the
Fund; (iv) Investment Manager (including any of its members, managers,
or
employees) breaches its fiduciary duty to the Fund resulting in profit
to
the Investment Manager (including any of its members, managers, or
employees), directly or indirectly; (v) Investment Manager (including
any
of its members, managers, or employees) materially breaches any agreement
with the Fund; or (vi) Investment Manager fails to competently perform
the
Management Services.
|
| 16. |
Non-Assignment.
The Investment Manager shall not assign this Agreement or any of
its
rights or obligations hereunder without the prior written consent
of the
Fund. An assignment includes any direct or indirect transfer or
hypothecation of the contract or the beneficial ownership of a controlling
block of outstanding voting securities by a security holder of the
Investment Manager.
|
| 17. |
Entire
Agreement. This Agreement and the Exhibits and Schedules hereto,
which are
incorporated herein by reference and made a part hereof, constitutes
the
entire Agreement between the parties and supersedes all prior oral
and
written agreements between the parties hereto with respect to the
subject
matter hereof. None of the prior and/or contemporaneous negotiations,
preliminary drafts, or prior versions of this Agreement leading up
to its
execution and not set forth herein shall be construed to, or otherwise
affect the validity of this Agreement. Each party acknowledges that
no
representation, inducement or condition not set forth herein has
been made
or relied upon by either party.
|
| 18. |
Amendments
and Waivers. This Agreement may only be amended by a writing signed
by
both the Investment Manager and the Fund. The Investment Manager
and the
Fund may by written consent waive, either prospectively or
retrospectively, and either for a specified period of time or
indefinitely, the operation or effect of any provision of this Agreement.
No waiver of any right by any party hereto shall be construed as
a waiver
of the same or any other right at any other
time.
|
| 19. |
Captions.
Captions contained in this Agreement are inserted only as a matter
of
convenience and in no way define, limit or extend or otherwise affect
the
scope or intent of this Agreement or any provision
hereof.
|
6
| 20. |
Severability.
If any provision of this Agreement, or the application of such provision
to any Person or circumstance, shall be held invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions of this Agreement, or
the
application of such provision in jurisdictions or to Persons or
circumstances other than those to which it is held invalid, illegal
or
unenforceable shall not be affected
thereby.
|
| 21. |
Notices
and Addresses. All notices, offers, acceptance and any other acts
under
this Agreement (except payment) shall be in writing, and shall be
sufficiently given (a) on the date of delivery if delivered to the
addressees in person, (b) if deposited with Federal Express or similar
reputable overnight receipted courier service, upon actual receipt
(or if
the date of actual receipt is not a Business Day, upon the next Business
Day), (c) if sent by telecopy or facsimile transmission, upon confirmation
of receipt (or if the date of such confirmation of receipt is not
a
Business Day, upon the next Business Day) if also sent by first class
mail, registered or certified, postage prepaid, or (d) if sent by
first
class mail, registered or certified, postage prepaid, upon the earlier
of
three Business Days after deposit in the mail or the delivery as
shown by
return receipt, to the party to whom notice is given and properly
addressed as per Schedule 21.0. Either party may change the address
to
which such notices are to be addressed by giving the other party
hereto
written notice of such change in the manner herein set
forth.
|
| 22. |
Governing
Law. To the extent not inconsistent with applicable federal law,
this
Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without giving effect to
its
principles of conflicts of law.
|
| 23. |
Submission
to Jurisdiction. Each party irrevocably consents and agrees that
any legal
action or proceeding with respect to this Agreement and any action
for
enforcement of any judgment in respect thereof may be brought in
the
appropriate federal or state court in the State of Delaware and,
by
execution and delivery of this Agreement, each party hereby submits
to and
accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid
courts
and appellate courts from any appeal thereof. Each party hereby
irrevocably waives any objection which it may now or hereafter have
to the
laying of venue of any of the aforesaid actions or proceedings arising
out
of or in connection with this Agreement brought in the courts referred
to
above, and hereby further irrevocably waives and agrees not to plead
or
claim in any such court that any such action or proceeding brought
in any
such court has been brought in an inconvenient forum.
|
| 24. |
Waiver
of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY
HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY
ACTION,
PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH
THIS
AGREEMENT OR ANY MATTER ARISING
HEREUNDER.
|
[Signature
Page to Follow]
7
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized officers as of the day and year first above
written.
Fund:
/s/
Xxxxxx
XxXxxxxx __________
Xxxxxx
XxXxxxxx, Member
as
Date
Member,
JDM CAPITAL FUNDING II, LLC as
Managing
Member, JDM REEF CAPITAL FUNDING, LLC
Investment
Manager(s):
/s/
Xxxxxx
XxXxxxxx
__________
Xxxxxx
XxXxxxxx, Member as
Member,
Date
JDM
CAPITAL MANAGER, LLC,as Managing Member,
JDM
REEF
CAPITAL MANAGEMENT, LLC
/s/
Xx. Xxxxx X. Xxxxxxx
Xxxxxx
__________
Xx.
Xxxxx
X. Xxxxxxx Xxxxxx Member as
Member, Date
JDM
REEF
CAPITAL MANAGEMENT, LLC,
as
President of Red Reef Laboratories International
8
SCHEDULE
2.0
Investment
Manager agrees and is authorized as follows:
| 1. |
Investment
Manager is authorized to act on behalf of the Fund solely to find
and
evaluate investments for the Fund.
|
| 2. |
Investments
reviewed by Investment Manager that meet the criteria in the Investment
Guidelines will be presented to the Fund in a form acceptable to
the Fund
in order for the Fund to make the determination whether or not to
make the
investment.
|
| 3. |
All
documentation relating the investments shall be executed by the
Fund.
|
| 4. |
Investment
Manager will forward any and all information regarding each transaction
to
the Fund.
|
| 5. |
Investment
Manager shall be responsible for providing the Fund with a schedule
of all
actions necessary to properly maintain the investments. Investment
Manager
shall issue a report to the Fund at least once per monthly detailing
such
actions.
|
| 6. |
Investment
Manager will supervise and coordinate the servicing of such
investments.
|
| 7. |
Investment
Manager agrees to provide to Fund any and all original records pertaining
to the transactions, duties and responsibilities under this
Agreement.
|
| 8. |
Investment
Manager shall prepare a monthly report showing information concerning
the
performance of the Fund. The report shall be provided in a form and
manner, and include such additional information, as may be reasonably
required by the Fund.
|
| 9. |
Investment
Manager shall meet with the Fund at the Fund’s request and at mutually
agreed upon times, to discuss any action with respect to the Account,
including a review of performance or to discuss present and future
investment strategy. Investment Manager shall be available to answer
questions by the Fund, its investors, or staff from time to time
as
needed, by phone or upon reasonable occasion in the Fund’s
office.
|
| 10. |
Investment
Manager will keep core functions to a cost plus 5% maximum structure
in
order to drive maximum returns and cost control
projects
|
9
SCHEDULE
3.1
Initial
Members of the Investment Committee:
1.Xxxxxx
X. XxXxxxxx
2.Xxxx
X.
Xxxxx
3.Xx
Xxxxx X. Xxxxxx Xxxxxx
4.
10
SCHEDULE
3.3
Investment
Guidelines
[Investment
Guidelines as prepared by Investment Manager]
To
be
discussed and added
11
SCHEDULE
5.0
| 1. |
Fees
Paid to the Investment Manager (all fees together herein referred
to as
the “Management Fees”). The Management Fees shall be paid to the
Investment Manager and include the
following:
|
| a. |
Servicing
Fee. The Investment Manager shall be paid a fee equal to 1/12th of
one
percent (.08333%) of ending Total Assets (according to GAAP) of the
Fund
at the end of each calendar month.
|
| b. |
Profit
Sharing Fee. The Investment Manager shall be paid a fee equal to
100%
percent (100%) of the Net Profit (according to GAAP) in excess of
both an
Eighteen percent (18%) Annual Hurdle Rate Of Return, and in excess
of a
High Water Xxxx of the first dollar of Thirty Five (35%) of Net Profit
after the repayment of any Debt to each asset or project of the fund,
but
prior to any distribution to Investment
Manager.
|
| c. |
All
Profit Sharing Fees will be payable only after the successful Exit
Plan,
refinancing, sale and after the satisfaction of any and all title,
liens
and contracted encumbrances.
|
| 2. |
Fees
Upon Termination. Upon Termination of the Management Agreement as
described in Section 15, the following the following will apply to
the
Management Fees:
|
| a. |
Where
termination has been for Cause, as described in Section 15.2, the
Investment Manager will not be paid any additional fees and will
forfeit
any profit participation.
|
| b. |
Where
the Investment Manager terminates the Management Agreement pursuant
to
Section 15.1, the Investment Manager will no longer receive any additional
Management Fees.
|
| c. |
Where
the Fund terminates the Management Agreement pursuant to Section
15.1, the
Investment Manager will continue to receive the Profit Share Fee
for
investments held in the Fund at the time of termination, but will
no
longer receive any Servicing Fees.
|
| 3. |
Servicing
Fees will be paid as soon as practical after the completion of the
Fund’s
monthly financial statements. Profit Sharing Fees will be paid as
soon as
practical after the completion of the Fund’s annual
audit.
|
Definitions:
12
SCHEDULE
21.0
All
notices shall be delivered to the following:
For
the
Fund:
For
the
Investment Manager:
JDM
Reef
Capital Funding, LLC
Attention:
Xxxxxx Xxxxxxxx
000
Xxxxx
Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
XX 00000
Telephone:
000-000-0000
Fax:
000-000-0000
13
