SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is dated as of the 11th day of December, 1997,
by and among DR. HAICHING ZHAO, an individual, ("Zhao"), CRUSADER BANK, FSB
("Crusader") and NATIONAL CHINESE MORTGAGE CORPORATION ("NCM") (Crusader, Zhao
and any other person who subsequently becomes a shareholder of NCM are
sometimes hereinafter collectively called the "Shareholders" or individually
called a "Shareholder").
BACKGROUND
I. NCM was incorporated on November 17, 1997. As of the date
hereof, NCM Is authorized to issue 1,000 shares of common stock at a par value
of $1.00 (the "Shares") and no shares are issued and outstanding.
II. Zhao owns 100% of the outstanding capital stock of
National Chinese Service Corporation ("NCS"). Zhao and NCS have substantial
experience in the marketing of financial services products to Chinese nationals
now residing in the United States.
III. Crusader and Zhao desire to create a retail conforming
and nonconforming residential mortgage loan business targeted to the membership
base of NCS. It is understood by the parties that NCM's activities will
represent an additional business venture for Crusader and shall not represent a
substitute or contravention of Crusader's existing business.
IV. It is the intention of the parties hereto for Crusader to
fund $2,550 and Zhao to fund $2,450 of capital to NCM.
V. In connection with such capital contributions, NCM will
issue 102 shares of common stock to Crusader and 98 shares of common stock to
Zhao.
VI. The parties desire to set forth their agreement as to the
issues of restrictions on transfer of stock, to provide for the continuity and
maintenance of the management, control, and operation of the business of NCM,
and to provide for certain other matters, all as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants,
conditions and agreements herein contained, the
parties hereto, each intending to be legally bound hereby, agree as follows:
1. NCM Stock Issuance.
(a) Promptly following the execution of this
Agreement and the funding of the specified capital contributions by the parties,
NCM will issue 102 shares of common stock to Crusader and 98 shares of common
stock to Zhao.
(b) The By-laws of NCM, a copy of which is attached
hereto, will at all times be satisfactory in form and substance to the parties.
The parties shall vote their shares of common stock of NCM so as to cause the
initial Board to consist of Xxxx, Xxxxxx X. Xxxxxxx, and Xxxxx X. Xxxx.
(c) In the event that in the course of operating NCM,
Crusader and Zhao jointly determine that additional capital is necessary or
advisable, they shall jointly determine the amount of additional capital to be
contributed by Shareholders ratably to NCM (each such event, a "Capital Call");
provided that a Capital Call shall be mandatory if the capital shall be less
than $5,000 at any time. In the event that a Capital Call is required, each
party shall fund its respective pro rata share of the Capital Call within ten
(10) days following the request therefor. In the event that any party fails to
timely fund its respective pro rata share of such Capital Call as outlined
above, the others may fund such pro rata share on behalf of the non-contributing
party. Such contribution shall be deemed to be a loan by the contributing
party(s) to the non-contributing party. Such loan shall be due and payable
within thirty (30) days following the date of contribution, together with
interest at fifteen percent (15%) per annum. If such sums are not then paid when
due, the contributing party(s) shall, in addition to other remedies at law or in
equity, be automatically entitled, without the consent of the non-contributing
party, for as long as any amounts are outstanding under the loan, to the receipt
of payment by NCM of any compensation or any distributions that would otherwise
be payable to the non-contributing party by NCM or to any distributions
resulting from the sale or liquidation of the non-contributing party's interest
in NCM. In the event a Shareholder transfers its shares of NCM, the transferring
Shareholder shall still be responsible to reimburse NCM for its pro rata share
of any losses or cash shortfalls incurred by NCM with respect to any losses or
required repurchase of any loans originated by Crusader on behalf of NCM during
the period that the Shareholder held an interest in NCM. The Shareholder's pro
rata share shall be determined based on its ownership interest at the time of
origination of the loan.
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2. Zhao agrees that during the period in which he or NCS
maintains an ownership position in NCM, he will not, and he will cause NCS to
not solicit, place or refer any mortgage loans except on behalf of NCM, nor will
he accept or allow NCS to accept any compensation in connection with the
placement of any mortgage loans, other than through NCM. In the event Zhao no
longer maintains an ownership position in NCM, the restrictions on Zhao set
forth in this Paragraph shall continue until the later of (a) one year from the
date of execution of this Agreement and (b) the date on which Crusader has, on a
cumulative basis, funded 750 loans pursuant to this Agreement; except Zhao shall
have the option of avoiding such restrictions prior to the date set forth in
this sentence by agreeing to pay Crusader $500 on each of the first 500 loans he
or NCS solicits, places or refers on behalf of a party other than NCM, or with
respect to which he or NCS receives compensation from a party other than NCM.
3. Representations and Warranties of Zhao. Zhao hereby makes
the following representations and warranties to Crusader and NCM, with knowledge
of their reliance thereon:
(a) Zhao's decision to invest in NCM is based solely
upon his own investigation of NCM and Crusader and not upon any representations
or warranties of NCM or Crusader except as expressly set forth herein.
(b) Zhao acknowledges that NCM is a closely held
company and, accordingly that his investment therein is illiquid and there is no
established market for the sale of his investment interest therein. Zhao further
acknowledges that the Shares have not been registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, nor is NCM
under any applicable obligation to effect any such registrations. The sale or
other disposition of the shares is restricted as stated in this Agreement.
(c) Zhao is acquiring the common stock of NCM for his
own account and for investment purposes, and not with a view for resale or
distribution thereof.
4. Representations and Warranties of Crusader. Crusader and
NCM hereby make the following representations and warranties to Zhao, with
knowledge of his reliance thereon:
(a) Crusader is a duly chartered federal savings bank
and is duly organized, validly existing and in good standing under applicable
federal laws and regulations.
(b) Crusader and NCM have full power and authority to
enter into and perform this Agreement.
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(c) To the best of their knowledge, there is no
pending or threatened litigation against Crusader or NCM.
(d) NCM is a newly formed corporation and has not
incurred any liabilities, direct, indirect or contingent.
5. Restrictions on Transfer and Issuance. Except as expressly
provided in this Agreement, no Shareholder shall sell, assign, transfer, give,
bequeath, devise, donate or otherwise dispose of, or pledge, deposit or
otherwise encumber, in any way or manner whatsoever, whether voluntarily or
involuntarily (a "Transfer"), any of the Shares now or hereafter owned (of
record or beneficially) by him without the express prior written consent of the
other Shareholders. Shareholders shall Transfer Shares only in accordance with
the provisions of this Agreement.
(a) Restrictions on Shareholders. Shareholders shall
not Transfer any Shares to any person except as expressly permitted herein. No
Transfer permitted by this Agreement shall be effective to vest any right, title
or ownership of Shares unless (i) the board of directors of NCM approves the
Transfer, having knowledge of the prospective transferee and (ii) the proposed
transferee agrees to become bound by the terms of this Agreement by signing a
counterpart hereof and delivering the same to the board of directors of NCM. For
purposes of this Agreement, "person" means any individual, partnership,
corporation, association, trust, estate, government or other entity.
(b) Restriction on NCM. Except as expressly provided
in this Agreement, NCM shall not (i) cause or permit a Transfer of any Shares to
be made on its books, (ii) issue any shares of capital stock of NCM, whether by
original issue or in connection with the sale of shares now or hereafter held in
NCM's treasury, whether by sale, pursuant to a merger or otherwise, (iii) issue
any warrants, options or other rights to subscribe to or purchase additional
capital stock of NCM, (iv) create any securities, instruments or rights
convertible into capital stock of NCM, or (v) purchase, redeem or otherwise
acquire any shares of capital stock of NCM, unless any of the foregoing are
expressly permitted by the terms of this Agreement, subject in any event to the
rights of the Shareholders hereunder, if any.
6. Permitted Transfers. Subject to the restrictions contained
in paragraph 5 (a) above, the other express provisions of this Agreement and
applicable law, (a) any Shareholder may Transfer its Shares to NCM or to any
existing Shareholder, or (b) Crusader may Transfer its Shares to an affiliated
company, or (c) Zhao may Transfer his Shares to NCS, provided Zhao agrees, in a
form satisfactory to Crusader, to remain personally liable for the performance
of NCS' obligations pursuant to Paragraphs 1 and
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2 of this Agreement, or (d) any Shareholder may transfer by creation of trust
instruments, by will or other estate planning device his Shares to members of
his immediate family or (e) shares may be transferred by succession to a
guardian ad litem or other personal representative in the event of a disability
of a Shareholder, all without the prior consent thereto of NCM or of any other
Shareholder.
7. Optional Purchases by the Other Shareholders and
Redemptions by NCM. In the event of an occurrence described in subparagraph 7(a)
or (b) below with respect to a Shareholder, the other Shareholders shall have
the right, but not the obligation, to purchase the Shares owned by such
Shareholder that are the subject of such event or occurrence, in accordance with
the terms set forth in Paragraph 8 below; if such other Shareholders fail to
exercise such right to purchase such Shares, NCM shall have the right but not
the obligation to purchase such Shares, in accordance with the terms set forth
in Paragraph 8 below.
(a) Legal Proceedings Against Shareholders. The
parties agree that the interests of NCM and its Shareholders would be seriously
affected by any sale or disposition of any Shareholder's Shares by any legal or
equitable proceedings against such Shareholder, except as expressly permitted
herein. Accordingly, the right to purchase Shares set forth in this Paragraph 7
shall become effective in the event that (i) any Shareholder shall be
adjudicated a bankrupt or make an assignment for the benefit of creditors, or
(ii) bankruptcy, insolvency, reorganization, arrangement, debt, adjustment,
liquidation or receivership proceedings in which any Shareholder is alleged to
be insolvent or unable to pay his debts as they mature are instituted by or
against such Shareholder and, if instituted against such Shareholder, such
Shareholder shall consent thereto or admit in writing the material allegations
of the petitions filed in said proceedings or said proceedings shall remain
undismissed for ninety days after commencement thereof, or (iii) there is any
entry of a decree or order for relief by a court having jurisdiction in respect
of any Shareholder in an involuntary case under the federal bankruptcy laws
against any Shareholder not dismissed within ninety days or any Shareholder
commences a voluntary case under such laws, or (iv) any of the Shares of any
Shareholder are attached and such attachment is not removed within ninety days,
or (v) any judgment is obtained in any legal or equitable proceeding against any
Shareholder, which judgment is not dismissed, stayed, bonded or satisfied (other
than by sale of the Shares) within ninety days of the entry thereof or which is
executed upon and the sale of any of such Shareholder's Shares is contemplated
or threatened under legal process as a result of such judgment, or (vi) any
execution process is issued against any Shareholder or against any of his Shares
and not dismissed, stayed, bonded or satisfied within
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ninety days; provided, however, that an occurrence described in preceding
clauses (v) through (vi) shall not be deemed to have occurred if it resulted
from any legal proceeding between NCM and the Shareholders or between
Shareholders if such proceeding entails disputes of ownership relating to NCM or
the Shares.
(b) Voluntary Sale by a Shareholder. The execution of
an agreement for the voluntary sale of Shares owned by any Shareholder.
8. Purchase Option Procedures in Case of Legal Proceedings or
Voluntary Sale. If any Shareholder shall at any time be subject to subparagraphs
7(a) or (b) above, the other Shareholders shall have the option to purchase all
of such Shareholder's (the "Selling Shareholder") Shares and NCM shall have the
next option to redeem the Selling Shareholder's Shares as follows:
(a) Options of the Offeree Shareholders. Upon the
occurrence of an event described in Paragraph 7 above, the Selling Shareholder
shall so notify the other Shareholders and NCM. Upon receipt of such notice by
the other Shareholders ("Offeree Shareholders") from the Selling Shareholder
that an event under Paragraph 7 has occurred, the Selling Shareholder shall be
deemed to have offered in writing to sell all, but not less than all, of his
Shares to the Offeree Shareholders at the price and upon the terms set forth in
Paragraph 9 below. For a period of thirty days after such offer by the Selling
Shareholder to the Offeree Shareholders, the Offeree Shareholders shall have the
option, exercisable by written notice to the Selling Shareholder with a copy to
NCM and to each of the other Offeree Shareholders, to accept the Selling
Shareholder's offer. Each Offeree Shareholder who shall exercise this option
shall agree, by doing so, to purchase that proportionate part of the Selling
Shareholder's Shares which the number of Shares owned by such Offeree
Shareholder bears to the total number of Shares owned by all Offeree
Shareholders (or in such other proportions as the Offeree Shareholders may agree
among themselves).
(b) Optional Redemption by NCM. In the event that one
or more of the Offeree Shareholders does not exercise his option in accordance
with subparagraph 8(a) above, NCM may provide the Selling Shareholder with a
notice of redemption of all of the Selling Shareholder's remaining Shares,
within a period of fifteen days following expiration of the thirty-day period
set forth in subparagraph 8(a), at the price and upon the terms set forth in
Paragraph 9 below.
(c) Acceptance of a Bona Fide Offer. If, at the end
of the option period described in subparagraph 8(a) above and the redemption
period set forth in the notice of redemption
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described in subparagraph 8(b) above, options have not been exercised by the
Offeree Shareholders to purchase all of the Selling Shareholder's Shares, and a
redemption by NCM of all of the Selling Shareholder's Shares has not occurred,
then at the election of the Selling Shareholder, any Shares not so purchased or
redeemed may be offered for sale by the Selling Shareholder free and clear of
the options of the Shareholders and NCM set forth herein (but otherwise subject
to the restrictions on transferability contained in this Agreement) for a period
of sixty days thereafter, such sale to be for all, but not less than all, of his
Shares to a prospective purchaser at the price and upon the terms and conditions
set forth in such prospective purchaser's offer.
9. Purchase Price and Terms.
(a) Time and Place for Settlement. Settlement for the
purchase of Shares by NCM or by a Shareholder pursuant to the options granted in
or the redemption permitted by Paragraph 8 above shall be made within sixty days
following (i) the date of exercise of the last option exercised or (ii) delivery
of a notice of redemption within the fifteen-day period described in
subparagraph 8(b) above. All settlements for the purchase or redemption of
Shares shall, unless otherwise agreed to by all of the purchasers and sellers,
be held at the principal executive offices of NCM during regular business hours.
The precise date and hour of settlement shall be fixed by the purchaser or
purchasers and/or the board of directors of NCM with respect to redemptions
(within the time limits allowed by the provision of this Agreement) by notice in
writing to the Selling Shareholder given at least five days in advance of the
Settlement date specified. In the event that more than one purchaser is involved
in a settlement and the purchasers cannot agree on a precise time of settlement,
the precise time of settlement (within the time limits allowed by the provisions
of this Agreement) shall be fixed by the board of directors of NCM by five or
more days' written notice to the purchasers and seller on the sixtieth day
following the date of exercise of the last option or election exercised.
(b) Delivery of Stock Certificates. At settlement,
the stock certificate or certificates representing the Shares being sold shall
be delivered to the purchaser or purchasers and/or NCM, as appropriate, duly
endorsed for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by the seller. The Selling
Shareholder; if a personal representative of a Shareholder, shall, upon request
of a purchaser, provide prior to the date of settlement evidence reasonably
satisfactory to the purchaser of the seller's legal status as personal
representative
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of such Shareholder. The terms of payment shall be in cash or by certified
check.
(c) Purchase Price. The purchase price per Share
shall be equal to the book value thereof.
10. Copy of Agreement to be Kept on File. NCM shall keep on
file at its principal executive offices, and will exhibit to any Shareholder or
his duly authorized representative at any and all reasonable times, an executed
copy of this Agreement and all amendments thereto.
11. Stock Certificates to be Marked with Legend. All
certificates representing Shares now outstanding or hereafter issued by NCM
shall be marked with the following legend:
"This certificate and the shares represented hereby are held
subject to the terms, covenants and conditions of an agreement
by and among this Company and its then shareholders, as it may
be amended from time to time, and may not be transferred or
disposed of except in accordance with the terms and provisions
thereof. A copy of said agreement and all amendments thereto
is on file and may be inspected at the principal executive
offices of the Company."
NCM shall issue replacement stock certificates without the foregoing legend to
any Shareholder upon request following termination of this Agreement.
12. Term of Agreement. This Agreement shall terminate upon the
first to occur of the following events:
(a) the written agreement by all of the Shareholders
of NCM who are, at that time, bound by the terms of this Agreement;
(b) the dissolution, bankruptcy, or receivership of
NCM; or
(c) the cessation of NCM's business, whether by sale
of assets, liquidation, or otherwise.
13. Rights, Obligations and Remedies. Each Shareholder shall
vote its Shares so as to cause NCM to act so as to accomplish the corporate
actions contemplated by this Agreement. The rights and obligations under, and
the remedies to enforce, this Agreement are joint and several as to NCM and each
of its Shareholders with each being completely free to enforce
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any or all of the rights or obligations under this Agreement against any of the
others with or without the concurrence or joinder of any of the others. The
Shares are unique, and recognizing that the remedy at law for any breach or
threatened breach by a party hereto of the covenants and agreements set forth in
this Agreement would be inadequate and that any such breach or threatened breach
would cause such immediate and permanent damage as would be irreparable and the
exact amount of which would be impossible to ascertain, the parties hereto agree
that in the event of any breach or threatened breach of any such covenant or
agreement, in addition to any and all other legal and equitable remedies which
may be available, any party hereto may specifically enforce the terms of this
Agreement and may obtain temporary and/or permanent injunctive relief without
the necessity of proving actual damage by reason of any breach or threatened
breach hereof and, to the extent permissible under the applicable statutes and
rules of procedure, a temporary injunction may be granted immediately upon the
commencement of any such suit and without notice.
14. Resignations. If any Selling Shareholder, or, in the case
of a corporate or LLC shareholder, any shareholder or director of the Selling
Shareholder is an officer, director, employee of or under a consulting agreement
with NCM, he must, at the request of the non-resigning members of the board of
directors of NCM, submit to the Secretary of NCM his resignation as an officer
and/or director, as the case may be, before the sale of his Shares becomes
effective, and the Secretary is hereby authorized to refuse to effect a transfer
of the Selling Shareholder's Shares on the books of NCM until such resignation
as aforesaid is delivered to said Secretary.
15. Subsequent Shareholders to Become Bound. Any person or
entity not an original signatory hereto who becomes a Shareholder (of record or
beneficially) shall be bound by all of the terms and provisions of this
Agreement. Before any person or entity not a party to this Agreement, including
any person or entity to whom transfers of Shares may be made hereunder, may be
entitled to be a Shareholder (of record or beneficially) of NCM, such person or
entity shall be required first to execute and deliver to NCM an agreement
pursuant to which such person or entity agrees to be bound by all of the terms
and conditions of this Agreement (as it may have then been amended), and the
failure of any such person or entity so to do shall preclude such person or
entity from becoming a Shareholder (of record or beneficially) of NCM.
16. Entire Agreement; Amendment, Modification, and
Termination. This Agreement contains the entire understanding among the parties
hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements
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and understandings, inducements or conditions, express or implied, oral or
written, except as herein contained or as contained in the letter agreement
dated November 7, 1997, a copy of which is attached hereto as Exhibit A or as
contained in the Confidentiality Agreement attached hereto as exhibit. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
be amended, modified or terminated at any time or times by the unanimous
agreement in writing of NCM and its then Shareholders. No such amendment,
modification or termination, nor any termination pursuant to the terms hereof,
shall affect the right of any person or entity to receive, or the obligation of
any person or entity to pay, on the terms and conditions of this Agreement, the
purchase price for Shares sold pursuant to this Agreement prior to such
amendment, modification or termination, or the right or obligation of any person
or entity to sell or purchase Shares, on the terms and conditions of this
Agreement, if the event giving rise to such right or obligation to sell or
purchase Shares has in fact taken place prior to such amendment, modification or
termination.
17. Indulgences, Waivers. Neither the failure nor any delay on
the part of any party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.
18. Controlling Law. This Agreement and all questions relating
to its validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of such state or any other
jurisdiction to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman. Each Shareholder hereby
consents to the exclusive jurisdiction of the Courts of the Commonwealth of
Pennsylvania and the United States District Court for the Eastern District of
Pennsylvania in any and all actions, disputes or controversies relating to this
Agreement that are not resolved through arbitration and irrevocably consents to
the service of process by certified or registered mail, return receipt
requested, to such Shareholder at his address set forth in the books and records
of NCM.
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19. Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
delivered (personally, by courier service such as Federal Express, or by other
messenger) or when deposited in the United States mails, registered or certified
mail, postage prepaid, return receipt requested, addressed if to any
Shareholder, to the most current residence address to such Shareholder reflected
in the books and records of NCM, and if to NCM, to the attention of the Chairman
of the board of directors. Any party may alter the address to which
communications or copies are to be sent by giving notice of such change of
address in conformity with the provisions of this paragraph for the giving of
notice.
20. Binding Nature of Agreement; No Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns, except that
no party may assign or transfer its rights or obligations under this Agreement,
other than the permitted assignment by Crusader, at Crusader's option, of its
interest in NCM to an affiliated company of Crusader and the assignment by Zhao,
subject to the provisions of Paragraph 6 hereof, of his interest in NCM to NCS.
21. Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
22. Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
23. Gender. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other general, masculine, feminine or
neuter, as the context indicates is appropriate.
24. Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which Federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
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25. Arbitration. In the event that a dispute arises under the
terms of this Agreement, the parties hereto agree to resolve such dispute
through arbitration. In such event, the dispute shall be submitted to
arbitration utilizing the prevailing rules and procedures of the American
Arbitration Association. The Arbitration shall be conducted in Pennsylvania.
26. Certain Actions. So long as either Zhao or Crusader owns
at least 80% of the original number of shares it has acquired under this
Agreement (as adjusted for stock splits, stock dividends and other
recapitalizations), the following actions shall require the prior written
consent of such party:
(a) all actions under NCM's certificate of
incorporation or By-laws, and under the laws of Delaware, requiring the vote or
consent of shareholders, including to (i) merge, consolidate or otherwise
reorganize NCM, (ii) sell or otherwise dispose of all or any substantial portion
of NCM's assets, (iii) acquire any substantial assets, unless such acquisition
is required in connection with the repurchase of a loan, and (iv) amend NCM's
articles of incorporation, and
(b) all actions with regard to the (i) amendment or
modification of NCM's By-laws, (ii) issuance of any shares of capital stock or
any securities or other instruments convertible into capital stock, (iii)
execution or delivery by NCM of any material contract, including without
limitation any agreement for the payment of compensation or other amounts to any
Shareholder or affiliate of any Shareholder, and (iv) the declaration or payment
of any dividend.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first above written.
ATTEST: NATIONAL CHINESE MORTGAGE
CORPORATION, a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Haiching Zhao
------------------------ -----------------------------
Title: Secretary Title:
[CORPORATE SEAL]
CRUSADER BANK, FSB
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------- -------------------------
Title: Director Xxxxxx X. Xxxxxxx,
President
[CORPORATE SEAL]
WITNESSED:
/s/ Haiching Zhao
------------------------------ -------------------------
DR. HAICHING ZHAO
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