AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
Exhibit
10.6
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 ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, Inc., a Texas
corporation, whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ Family Trust II
presently owns Fifty Percent (50%) of the issued and outstanding
common stock of the General Partner;
WHEREAS, the ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇,
Inc. The ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇ 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:
▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇, INC.
A Texas
corporation
By: /s/
▇▇▇▇▇▇▇
▇▇▇▇▇
Name:
Title:
LIMITED
PARTNERS:
SED
DEVELOPMENT USA, INC.
A Delaware
corporation
By:
/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇
Name:
Title:
AMERICAN
REAL ESTATE INVESTMENTS LLC
A Missouri Limited
Liability Company
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇
Name:
Title:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, TRUSTEE FOR
THE
▇▇▇▇▇▇▇ FAMILY TRUST II
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name:
Title:
EXHIBIT
“A”
TO
150
CCM BLACK OAK, LTD. PARTNERSHIP AGREEMENT
General
Partner
|
Name
and Address of
General
Partner
|
Partnership
Interest
|
Capital
Contribution
|
|
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇,
Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
|
.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*
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, TRUSTEE FOR THE ▇▇▇▇▇▇▇ FAMILY TRUST II
|
24.0%
|
Zero*
|
*Limited partner
contributed contracts to purchase property
EXHIBIT B
STOCK
POWER
IRREVOCABLE STOCK
POWER
FOR VALUE RECEIVED,
The ▇▇▇▇▇▇▇ Family Trust II does hereby transfer to:
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇,
Inc.
500 common shares
of ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, 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 ▇▇▇▇▇▇▇ Family Trust II
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Title:
Trustee
Dated: September
26, 2017