Exhibit No. 3.4
PARTIAL ASSIGNMENT OF SALES CONTRACT
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This Partial 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 partial
interests in 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 a partial interest in those certain
Contracts attached hereto as Exhibit "A" corresponding to the number of monthly
payments under each such Contract specifically allocated to the Assignee as
disclosed on Exhibit "B," until such time as all payments allocated to Assignee
under a Contract have been paid or until Assignee has received cash, and/or
property, in the amount of his initial investment in the Corporation, plus his
calculated return on his investment. Although Assignee has purchased only a
partial interest in one or more Contracts, the Corporation hereby agrees to
assign the entire Contract to the Assignee for the purpose of precluding the
assignment of multiple interests in a single Contract.
Notwithstanding the foregoing, the Corporation shall have the right to
substitute any Contract assigned hereunder with a Contract
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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 Agreement for the benefit of Assignee.
3. Disclosed on Exhibit "B" hereto are the partial payments assigned
under each Contract identified in Exhibit "A" and the calculations of the
Assignee's rate of return on his investment in the Corporation.
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 initial investment plus his calculated
return on his investment.
5. The Corporation and Assignee agree 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
TO
Partial Assignment of Sales Contract
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List of Assigned Vehicular Sales Contracts
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
"Assignor" "Assignee"
Genesis Financial Group, Inc., ___________________________
a Virginia Corporation
By:___________________________
Its:__________________________
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EXHIBIT B
Partial Payments And Calculation Of Rate Of Return
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A. Partial Payments Assigned.
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__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
B. Rate Of Return.
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"Assignor" "Assignee"
Genesis Financial Group, Inc., _____________________________
a Virginia Corporation
By:___________________________
Its:__________________________
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