AGREEMENT OF JOINT VENTURE
OF
TRENDSETTERS MORTGAGE JOINT VENTURE
STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss. KNOW ALL MEN BY THESE PRESENTS:
That this AGREEMENT OF JOINT VENTURE OF TRENDSETTERS MORTGAGE JOINT
VENTURE, a Texas joint venture, made and entered into this 2nd day of February,
1998, by and among THE GM GROUP, INC., a Texas corporation, and WH MANAGEMENT,
INC., a Texas corporation (sometimes hereinafter collectively referred to as the
("Venturers") is to witness the following:
WITNESSETH:
1. CERTAIN DEFINITIONS. As used herein, the following items shall have the
meanings respectively indicated: --------------------
A. "ACT" means the Texas Uniform Partnership Act, as amended from time to
time.
B. "ADJUSTED NET INCOME OR LOSS" of the Venture for any period means Gross
income during such period reduced by the Deductible Expenses of the Venture
-----------------------------
for such period.
C. "AGREEMENT" means this Agreement of Joint Venture, as amended from
time to time.
D. "AVAILABLE CASH" of the Venture means all cash funds of the Venture
on hand from time to time (except cash funds obtained as contributions
to the capital of the Venture by the Venturers or from loans made by
Venturers to the Venture) after (a) payment of all expenses of the
Venture as of such time and (b) provision for payment of all
outstanding and unpaid current obligations of the Venture as of such
time, and (c) provision for an adequate reserve determined by the
Venturers to be reasonably necessary for holding, operation and
ultimate disposition of the Property.
E. "CAPITAL ACCOUNT" means the Capital Account of each Venturer,
determined in accordance with Section 7.E. (1) through (4), inclusive.
F. "CAPITAL UNIT" means an ownership interest in the Venture. The
Capital Units held by each Venturer are set forth on Exhibit "A"
attached hereto and fully incorporated herein as though set forth at
this point verbatim.
G. "CODE" means the internal Revenue Code of 1986, as amended.
H. "DEDUCTIBLE EXPENSES" of the Venture for any period means all items
of expense or deduction available to the Venture for the period in
question (excluding any expense or deduction attributable to a
Terminating Capital Transaction) for federal income tax purposes. As of
the execution of this Agreement, the Venturers hereby expressly agree
that such expenses are anticipated to include: (i) an expense for the
services of the Loan Officer closing each loan transaction (currently
$400.00 per loan); (ii) other expenses payable to Manager (which shall
not exceed forty-nine percent (49%) of Gross income); and (iii) other
expenses payable to WHM (which shall not exceed fifty-one percent (51%)
of Gross income).
I. "DEPRECIATION" of the Venture for any period means the amount that
the Venture is entitled to claim as a deduction for such period for
federal income tax purposes pursuant to Sections 167 or 168 of the
Code.
J. "GROSS INCOME" of the Venture for any period means the gross
revenues from operations (i.e., other than from a Terminating Capital
Transaction) of the Venture during such period as calculated for
federal income tax purposes. Gross income shall specifically include,
but is not limited to, pricing income, origination fees, and premium
and / or discount income.
K. "MANAGER" means The GM Group, inc.
L. "NET PROCEEDS OF A TERMINATING CAPITAL TRANSACTION" means the
proceeds received by the Venture in connection with a Terminating
Capital Transaction after payments of all costs and expenses of the
Venture in connection with such Terminating Capital Transaction
including commissions, fees, and payments necessitated by such
Terminating Capital Transaction.
M. "PARTICIPATION PERCENTAGE" in respect of any Venturer means that
percentage which, expressed as a fraction has as its numerator the
number of Capital Units held by such Venturer and having as its
denominator the total number of Capital Units held by all Venturers.
The Participation Percentages of the Venturers are set forth on Exhibit
"A".
N. "REGULATORY REQUIREMENTS" means state or federal law, rule or
regulation relating to the making of or brokerage in residential
mortgages and/or settlement services including, but not limited to, the
Real Estate Settlement Procedures Act of 1974, 12 U.S.C. ss. 2601 et
seq. ("RESPA") (including Regulation X promulgated thereto), the
National Housing Act of 1934, as amended or any law, rule or regulation
promulgated by or relating to the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the Government
National Mortgage Association, the Department of Housing and Urban
Development, the Federal Housing Administration, the Veteran's
Administration or the State of Texas.
O. "TERMINATING CAPITAL TRANSACTION" means any sale or other
disposition of all or substantially all of the assets of the Venture
and/or a termination of the Venture.
P. "VENTURE" means the joint venture formed February _, 1998, known as
Trendsetters Mortgage Joint Venture.
Q. "VENTURE RETURN" means the U.S. Partnership Return of income of the
Venture.
R. "VENTURERS" means the following parties:
The GM Group, inc., a Texas corporation ("GM Group")
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WH Management, inc., a Texas corporation ("WHM")
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2. ORGANIZATION. The Venturers have formed a Texas joint venture under and
pursuant to the ACT. The name of the Venture is Trendsetters Mortgage Joint
------------- Venture.
3. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Venture shall be located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or at such other place as the Manager may from time to
time determine.
4. BUSINESS The purpose of the Venture shall be to own and operate a
residential mortgage banking business which shall be operated as a "Controlled
Business Arrangement."
5. SCOPE OF VENTURERS' AUTHORITY. Except as expressly provided in this
Agreement, none of the Venturers shall have any authority to act for, or to
assume any obligations on behalf of, any other Venturer or the Venture.
6. TERM. The term of the Venture shall be ten (10) years, commencing on
the date of hereof, unless terminated sooner because of the dissolution and
winding up of the Venture in accordance with the provisions of Section 10
hereof.
7. CAPITAL CONTRIBUTIONS.
A. INITIAL CAPITAL CONTRIBUTIONS. The initial capital contribution
obligations of the Venturers are set forth on Exhibit "A".
B. ADDITIONAL CAPITAL CONTRIBUTIONS. Notwithstanding any other
provision contained in this Agreement to the contrary, in the
event that at any time during the term hereof the cash funds of
the Venture on hand at such time are not sufficient for (a)
payment of all expenses of the Venture as of such time, (b)
provision for payment of all outstanding and unpaid current
obligations of the Venture as of such time, and (c) provision
for an adequate reserve for the projected expenses and
obligations of the Venture for the next calendar quarter as the
Venturers may determine to be reasonably necessary, the Manager
may, upon the approval of all Venturers, by written notice to
all the Venturers, call for additional contributions to the
capital of the Venture to be made by all Venturers in the
amount set forth in such written notice, which amount shall not
exceed the amount necessary to make such payments. Each
Venturer shall contribute in cash to the capital of the Venture
its Participation Percentage of the aggregate additional
contribution within fifteen (15) days after such notice.
C. NO INTEREST. Contributions to the capital of the Venture
will not bear interest.
D. FAILURE TO MAKE CAPITAL CONTRIBUTIONS. If any Venturer shall
fail to make any of the capital contributions set forth in
Section 7.A. or 7.B., within fifteen (15) days after the date
on which such contribution (the "Noncontributed Amount") was
due, the other Venturer shall have the option to contribute all
of the Noncontributed Amount within fifteen (15) days after the
date the Noncontributed Amount was due. Upon such contribution,
the Capital Units of the defaulting Venturer shall be
transferred to the contribution Venturer. Notwithstanding the
foregoing, the defaulting Venturer shall have the right to
reclaim all, but not less than all, of its Capital Units within
thirty (30) days after the date the Non Contributed Amount was
contributed by such Venturer by tendering to the contributing
Venturer an amount equal to the sum of: (a) the Noncontributed
Amount; plus (b) interest at a rate per annum equal to two
percent (2%) in excess of the Prime Rate (but in no event in
excess of the highest rate permitted by applicable law) on the
Noncontributed Amount from the date contributed until such
amount is tendered by the defaulting Venturer to such
contributing Venturer. In the event the defaulting Venturer
does so reclaim its interest, the Capital Units shall be
retransferred to the defaulting Venturer.
E. CAPITAL ACCOUNTS. Each Venturer shall have a Capital Account
equal to:
(1) The amount from time to time of its respective Capital Contributions to
the Venture pursuant to Sections 7.A. and B.; plus
(2) The amount of income or gain of the Venture allocated
to the Venturer pursuant to this Agreement; and less
(3) The amount of losses and deductions of the Venture
allocated to the Venturer pursuant to this Agreement; and less
(4)All amounts distributed to the Venturer pursuant to the Agreement.
8. MANAGEMENT AND OPERATION OF THE VENTURE.
A. DUTIES AND AUTHORITY OF MANAGER. Subject to the provisions
of Section 9.B. hereof, the management and control of the
Venture and its business and affairs shall rest exclusively
with the Manager, who shall have all the rights and powers as
are necessary, advisable, or convenient, in the Manager's sole
discretion, to the discharge of its duties under this Agreement
and to the management of the business and affairs of the
Venture. WHM acknowledges that Manager has entered into
arrangements similar to this Agreement with other parties and
may in the future enter into arrangements similar to this
Agreement with other parties in the State of Texas. WHM hereby
consents and waives any objection to Manager having entered
into such arrangements in the past, and consents and waives any
objection to Manager entering into similar business
relationships with other third parties and/or otherwise
engaging in activities similar to that of the Venture in any
geographic area at any time in the future without the consent
of and without compensation to the Venture or WHM therefor.
Notwithstanding the foregoing, Manager agrees to not enter into
any similar business arrangements with other home builders
during the term of this Agreement without the prior written
consent of WHM; provided however, that WHM hereby expressly
approves of such an arrangement with ▇▇▇▇▇▇▇-▇▇▇▇ Builders. In
addition to the foregoing and subject to the referrals
described in Section 8.B. below, Manager shall make all
appropriate disclosures to the prospective borrowers referred
by WHM pursuant to Section 8.B. so that the Venture shall be in
compliance with all Regulatory Requirements. Specifically,
Manager shall make the following disclosures to the prospective
borrower at the time of referral:
(1) That a "controlled business arrangement" exists (as
that term is defined by RESPA) between the Venturers of the Venture.
(2) A description of the nature and scope of the
relationship between the Venturers of the Venture.
Manager will provide the following disclosures to any prospective
borrowers:
(1) An estimated charge or range of charges generally made
by the Venture.
(2) That the referral may not require the use of any
particular provider, including GM Group and/or the
Venture, of settlement services (except for certain
instances - use of a particular lender attorney,
credit reporting agency, or real estate appraiser).
In furtherance of the foregoing, it shall be the responsibility of
Manager to secure the signature of the borrower on the Disclosure Form
attached hereto as Exhibit "B".
B. DUTIES AND AUTHORITY OF WHM. WHM shall at its discretion
refer prospective borrowers to the Venture for the purpose of
securing mortgage loans. WHM shall cooperate with the Manager
to obtain all government agency approvals or authorizations
which Manager deems reasonably necessary or advisable for
carrying out the purposes of this Venture including, without
limitation, approval of the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the
Government National Mortgage Association, the Department of
Housing and Urban Development, the Federal Housing
Administration, the Veteran's Administration (hereinafter
collectively referred to as "Governmental Agencies") and
applicable real estate and licensing authorities in the State
of Texas.
C. EXONERATION AND INDEMNIFICATION OF MANAGER. Except in the
case of gross negligence, fraud, criminal misconduct, or
willful misconduct, the doing of any act or the failure to do
any act by the Manager, the effect of which may cause or
result in loss or damage to the Venture, shall not subject the
Manager to any liability to the other Venturers or the
Venture. The Venture and WHM shall indemnify and hold harmless
the Manager against any and all claims, actions, demands,
losses, costs, expenses (including attorneys fees), damages,
loss, and threat of loss, as a result of any claim or legal
proceeding relating to the activities of the Venture,
including, but not limited to the failure by WHM or the
Venture to comply with any of the Regulatory Requirements or
the duties set forth in Section 8.B. above.
D. EXONERATION AND INDEMNIFICATION OF VENTURERS. Except in the
case of gross negligence, fraud, criminal misconduct, or
willful misconduct, the doing of any act or the failure to do
any act by the Venturers, the effect of which may cause or
result in loss or damage to the Venture, shall not subject the
Venturers to any liability to the other Venturers or the
Venture. The Venture and the GM Group shall indemnify and hold
harmless the Venturers against any and all claims, actions,
demands, losses, costs, expenses (including attorneys fees),
damages, loss, and threat of loss, as a result of any claim or
legal proceeding relating to the activities of the Venture,
including, but not limited to the failure by the GM Group or
the Venture to comply with any of the Regulatory Requirements
or the duties set forth in Section 8.B. above.
E. RESIGNATION OF MANAGER. The Manager may resign after
delivery of thirty (30) days written notice to the Venturers.
Upon resignation of the Manager, the Venturers shall jointly
manage the Venture until such time as a new Manager is elected
by unanimous vote of the Venturers.
9. DISTRIBUTIONS TO VENTURERS.
A.DISTRIBUTION OF AVAILABLE CASH. Periodically, but not less
frequently than annually, the Manager shall distribute to the
Venturers the Available Cash of the Venture, pro rata, in
accordance with their Participation Percentages. No Venturer
shall receive any payment or other thing of value for such
referrals or from the Venture other than a return on its
ownership investment and profits. All profits and returns on
ownership interest must be bona fide distributions of capital
related to the ownership in the Venture and shall not be tied
in any way to the volume or value of loan application
referrals made by any Venturer.
B. DISTRIBUTION OF NET PROCEEDS OF TERMINATING CAPITAL
TRANSACTION. The Net Proceeds of a Terminating Capital
Transaction shall, after payment of the debts and liabilities
of the Venture and the expenses of liquidation, as provided in
Section 10.B., be distributed to the Venturers first to return
capital account balances to zero and then in accordance with
their Participation Percentages.
C. ALLOCATION OF NET INCOME OR NET LOSS FROM OPERATIONS. The
Adjusted Net income or Loss of the Venture shall be allocated
to the Venturers, pro rata, in accordance with their
respective Participation Percentages.
D.ALLOCATION OF INCOME AND LOSS FROM TERMINATING CAPITAL
TRANSACTION. Income (including gain) or loss of the Venture
resulting from a Terminating Capital Transaction shall be
allocated to the Venturers, after allocating to the Venturers
the appropriate portion of all income or loss of the Venture
for the then current year in accordance with Section 9.C. and
after crediting to their respective Capital Accounts all cash
distributed during such year pursuant to Section 9.A. hereof,
shall be allocated first to return capital account balances to
their original condition and then in accordance with their
respective Participation Percentages.
10. DISSOLUTION AND WINDING UP OF THE VENTURE.
A. DISSOLUTION OF THE VENTURE. The Venture shall be dissolved upon the
first to occur of any of the following events:
(1) The giving of written notice, thirty (30) days in
advance, by any Venturer to the other Venturer.
(2) The expiration of the term of the Venture.
(3) The sale of all the assets of the Venture, unless the
Venture has any continuing rights or responsibilities with
respect to any other party.
(4) The entry of an order for relief with respect to a
Venturer under a proceeding under the United States
Bankruptcy Code, as amended (or the seeking of such an
order by or on behalf of such Venturer).
(5) The appointment of a conservator, custodian, guardian,
trustee or receiver for a Venturer's assets.
(6)The dissolution of one of the Venturers.
B. WINDING UP OF THE VENTURE. Upon a dissolution of the
Venture, the Manager (or, if Venture has been dissolved as a
result of the bankruptcy of the Manager), the other Venturer
shall take full account of the Venture's assets and
liabilities, the assets shall be liquidated as promptly as is
consistent with obtaining the fair value thereof, and the
proceeds therefrom, to the extent sufficient therefor, shall be
applied and distributed in the following order:
(1) To the payment and discharge of all of the Venture's
debts and liabilities to persons other than Venturers or
former Venturers and the expenses of liquidation.
(2) To the payment and discharge of all of the Venture's
debts and liabilities to Venturers and former Venturers.
(3)To the Venturers in accordance with Section 9,B.
11. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING, AND TAX
ELECTION
A. BOOKS OF ACCOUNT. The Venture's books and records and this
Agreement shall be maintained at the principal office of the
Venture, and each Venturer shall have access thereto at all
reasonable times. The books and records shall be kept on the
cash receipts and disbursements method of accounting applied
in a consistent manner by the Venture and shall reflect all
Venture transactions and be appropriate and adequate for the
Venture's business.
B. BANKING. All funds of the Venture shall be deposited in a
separate bank account or accounts or in an account or accounts
of savings and loan associations or in reputable money market
funds as shall be determined by the Manager.
C. FISCAL YEAR The fiscal year of the Venture shall be the
calendar year. The first fiscal year shall be the partial
calendar year ending December 31, 1998.
D. TAX ELECTION. Upon the transfer of an interest in the
Venture or in the event of a distribution of the Venture's
property, the Venture may elect pursuant to Section 754 of the
CODE, to adjust the basis of the Venture's property as allowed
by Section 734(b) and Section 743(b) thereof (or successor
provisions).
E. VENTURE TAX RETURNS. The Manager shall provide a copy of all
tax returns prepared on behalf of the Venture fifteen (15) days
prior to any filing date. Upon approval by all Venturers, the
Manager shall, for each fiscal year, file on behalf of the
Venture all appropriate state and federal tax returns within
the time prescribed by law (including extensions) for such
filing.
12. RIGHT OF FIRST REFUSAL. No Venturer shall sell or otherwise dispose
of all, or any part of, its CAPITAL UNITS without having first complied
with the provisions of this Section 12.
A. NOTICE OF INTENT TO TRANSFER A Venturer who desires to sell
or otherwise dispose of all, or any part of its Capital Units
shall deliver written notice to the other Venturer setting
forth (a) the number of Capital Units such Venturer desires to
sell; (b) the identity and address of the proposed purchaser
or other transferee thereof; (c) that the Venturer has
received a bona fide offer therefor, if a sale is
contemplated; (d) the cash and other consideration (per
Capital Unit and in the aggregate) to be received by the
Venturer in connection with such disposition of such Capital
Units or if no consideration is to be received, a statement to
that effect; (e) a true copy of the offer or agreement, if
any, for such sale and a certification by the Venturer that,
to the best of its knowledge and belief, the offer or
agreement is genuine and in all respects what it purports to
be; and (f) such other information as may be necessary or
desirable in order to afford to the other Venturers the
benefits intended to be conferred by this Section 12.
B. RIGHT TO PURCHASE. The other Venturers shall have the
right, but not the obligation, to purchase pro rata the
Capital Units held by such Venturer for the price and on the
terms set forth in the notice of intent to transfer.
C. NOTICE OF INTENT TO EXERCISE RIGHT TO PURCHASE.The other
Venturer shall have a period of thirty (30) days after the
date of delivery of such notice of intent to transfer, to
notify the transferring Venturer in writing whether it elects
to exercise its right of first refusal set forth in this
Section 12. Failure of the other Venturer to notify the
transferring Venturer of its intent to exercise within such
thirty (30) day period shall be deemed to be an election not
to exercise.
D. TRANSFER. If the other Venturer notifies the transferring
Venturer that it does not elect to purchase all of the Capital
Units offered by such transferring Venturer, or if the other
Venturer fails to notify such transferring Venturer within
such thirty (30) day period, the transferring Venturer shall
have the right to dispose of its Capital Units to the proposed
purchaser or other transferee in accordance with the terms and
conditions and within the time period set forth in the notice
of intent to transfer, or if no time period was specified,
within forty-five (45) days after the earlier of the date the
other Venturer notifies the transferring Venturer or the
expiration of such thirty (30) day period, to purchase all of
such Capital Units. If such sale of the Capital Units should
fail to close, the transferring Venturer shall not sell or
otherwise dispose of all or any part of its Capital Units
without again complying with the terms of this Section 12. If
the other Venturer notifies the transferring Venturer that it
does elect to purchase all of the Capital Units offered by the
transferring Venturer, the closing of such transfer shall take
place in accordance with the terms and conditions and within
the time period specified in the notice of intent to transfer,
or if no time period was specified, within forty-five (45)
days after the other Venturer notifies the transferring
Venturer.
13. MISCELLANEOUS.
A. NOTICES. Any notice, demand, offer, or communication
required or permitted to be given by any provision of this
Agreement shall be deemed to have been delivered and given for
all purposes (a) when delivered, if delivered personally to the
party to whom the same is directed or (b) forty-eight (48)
hours after sent by registered or certified mail, postage and
charges prepaid, addressed to the address set forth in the
books and records of the Venture, or to such other address as
such party may from time to time specify by written notice to
the Manager.
B. SECTION CAPTIONS. Section and other captions contained in
this Agreement are for reference purposes only and are in no
way intended to describe, interpret, define, expend, or limit
the scope, extent, or intent of this Agreement or any provision
hereof.
C. SEVERABILITY. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of
this Agreement. If any term or provision of this Agreement is
determined to be illegal or invalid, a legal and valid
provision shall be deemed to be substituted in its place.
D. AMENDMENTS. Any amendment to this Agreement shall be binding
only if documented in writing and executed by all of the Venturers.
E. MEETINGS AND MEANS OF VOTING. Meetings of the Venturers may
be called by any one of the Venturers. The call shall state the
reason for calling the meeting. Notice of any such meeting
shall be delivered to all Venturers in the manner prescribed in
Section 14.A. hereof not less than seven (7) days or more than
thirty (30) days prior to the date of such meeting. Venturers
may vote in person or by proxy at any such meeting.
F. TEXAS LAW. The local, internal laws of Texas govern the
validity of this Agreement the construction of its terms, and
the interpretation of the rights and duties of the parties.
G. WAIVER OF ACTION FOR PARTITION. Each of the parties hereto
irrevocably waives, during the terms of the Venture and during
the period of its liquidation following any dissolution, any
right that he may have to maintain any action for partition
with respect to any of the assets of the Venture.
H. COUNTERPART EXECUTION. This Agreement may be executed in any
number of counterparts with the same effect as if all parties
hereto had signed the same document. All counterparts shall be
construed together and shall constitute one Agreement.
I. PARTIES IN INTEREST. Each and every covenant, term,
provision, and agreement herein contained shall be binding upon
and inure to the benefit of the heirs, successors, and assigns
of the respective parties hereto.
J. INTEGRATED AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the parties hereto with
respect to the subject matter hereof, and there are no
agreements, understandings, restrictions, representations, or
warranties relating to the subject matter of this Agreement
between the parties other than those set forth herein or herein
provided for.
K. RIGHT TO RELY UPON THE AUTHORITY OF MANAGER. No person
dealing with the Manager shall be required to determine its
authority to make any commitment or undertaking on behalf of
the Venture, or to determine any fact or circumstance bearing
upon the existence of its authority.
L. CONFlDENTIALITY / NON-DISCILOSURE. All parties to this
Agreement expressly agree that they will not discuss or divulge
the terms or conditions of this Agreement or any other matters
relating hereto, including but not limited, to policies,
procedures, practices, systems or disclosure documents, except
as required to be disclosed pursuant to the terms of RESPA, or
to an attorney or accountant consulted for tax purposes in
connection herewith, or if compelled to do so by a court of
competent jurisdiction. This Agreement is strictly
confidential. WHM further acknowledges and agrees that all
memoranda, lists, policy statements, disclosure forms,
descriptions, records, files or other materials produced by or
on behalf of the Venture, or made available to the Venture by
the Manager, shall at all times be and remain the sole and
exclusive property of the Venture and upon its dissolution or
liquidation, the sole and exclusive property of the Manager.
IN WITNESS WHEREOF, this Agreement of Joint Venture has been executed
effective as of the date first above written.
VENTURERS:
GM GROUP:
THE GM GROUP, INC.,
a Texas corporation
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By:
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
WHM:
WH MANAGEMENT, INC.,
a Texas corporation
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CEO
EXHIBIT " A "
INITIAL CAPITAL CONTRIBUTION OF VENTURERS
Venturer Capital Contribution Participation Percentage
A. The GM Group, Inc. $490.00 49 %
B. WHM $510.00 51 %
EXHIBIT " B "
DISCLOSURE NOTICE CONCERNING
CONTROLLED BUSINESS ARRANGEMENT
From: The GM Group, Inc. and
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Property:
1. This is to give you notice that The GM Group, Inc., a Texas
corporation ("GM Group") and _____________
_________________________("______") have a business relationship with
_____________________ ______________, a Texas joint venture ("*****").
The nature of the relationship between GM Group and ________________ is
that ***** is owned by such parties in the following manner:
___________________ - ____________ percent ( ____%)
GM Group - ____________ percent (_____%)
Because of this relationship, this referral may provide GM Group and
______________________ a financial or other benefit.
2. Set forth below is the estimated charge or range of charges by for the
settlement services provided by *****. You are NOT required to use
***** as a condition for settlement of your loan on the subject
property. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS
AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO
DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE
FOR THESE SERVICES.
Origination Fee: $_________.00
Discount Fee: $_________.00
Processing Fee: $_________.00
Closing Fee: $_________.00
3. Set forth below is the estimated charge or range or charges for the
settlement services of an attorney, credit reporting agency, or real
estate appraiser that we as your lender, will require you to use, as a
condition of your loan on this property, to represent our interests in
the transaction.
[Attorney] $_________.00
[Credit Reporting Agency] $_________.00
[Real Estate Appraiser] $_________.00
ACKNOWLEDGMENT
I/we have read this disclosure form, and understand that GM Group and
Woodhaven are referring me/us to purchase the above-described
settlement services(s) and may receive a financial or other benefit as
a result of this referral.
Printed Name:
Date:
Printed Name:
Date: