Blueprint





 






 


 



PARTNERSHIP INTEREST PURCHASE AGREEMENT

 


This
Partnership Interest Purchase Agreement (this "Agreement"), dated as of
July 23, 2018, is entered into among American Real Estate
Investments, LLC, a Missouri limited liability company
("Seller"),
SeD Development USA, LLC, a Delaware limited liability company
("Buyer")
and 150 CCM Black Oak. Ltd., a Texas limited partnership
(collectively, Seller and Buyer may be referred as the
“Parties” and
individually referred to as a “Party”).

 



RECITALS




 

WHEREAS, the Seller and
Buyer are limited partners in 150
CCM Black Oak, Ltd., (“Partnership”), a Texas limited
partnership; and

 


WHEREAS, the Partnership is engaged in
the development of certain real property located in Montgomery
County, Texas (the “Property”). The development is
known as the “Black Oak
Project”; and

 


WHEREAS, on March 20, 2014, the partners
in the Partnership entered into that Limited Partnership Agreement
(“LPA”) which
was subsequently amended various times; and

 


WHEREAS, the General Partner of the
Partnership, 150 Black Oak GP, Inc. (“General Partner”) manages the
operations of the Partnership; and

 


WHEREAS, on April 26, 2018, the
Partnership entered into the Consultant Fee Satisfaction and
Release Agreement (the “Consultant Fee Release”) with
Seller; and

 


WHEREAS, under the Consultant Fee
Release, the Partnership and Seller agreed that all Consultant Fees
under the LPA would be terminated as of December 31, 2017, that the
accrued Consultant Fees to Seller would be capped at $30,000.00,
and that the accrued Consultant Fees would not be payable to Seller
until the Partnership received $4,000,000.00 (four million) in
district reimbursement revenue, as determined by SeD Development
USA; and

 


WHEREAS, Buyer wishes to purchase from
Seller, and Seller wishes to sell to Buyer, Seller’s
partnership interest representing 7% of the Partnership (the
"Purchased
Interest"), subject to the terms and conditions set forth
herein; and


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:

 




 

1








 






 



ARTICLE I


Purchase and
Sale

 


Section
1.01 Purchase and Sale.
Subject to the terms and conditions
set forth herein, at the Closing (as defined herein), Seller shall
sell to Buyer, and Buyer shall purchase from Seller, the Purchased
Interest, free and clear of any mortgage, pledge, lien, charge,
security interest, claim or other encumbrance
(“Encumbrance”), and all the rights and claims Seller may
have, now and in the future, against Buyer, Buyer’s
affiliates, officers, directors, employees, and agents, for the
consideration specified in Section 1.02.

 


Section
1.02 Consideration.
The consideration for the Purchased
Interest shall be as follows:

 


(a)           Buyer
shall pay Seller $35,000.00 (thirty-five thousand dollars) at the
Closing by wire transfer of immediately available funds in
accordance with the wire transfer instructions provided to Buyer by
Seller; and

 


(b)           Buyer
and Partnership will
amend the obligation required by the Consultant Fee Release that
the Consultant Fees are not payable until the Partnership
received $4,000,000.00 (four million) in district reimbursement
revenue, as determined by SeD Development USA; and

 


(c)           The
Partnership will pay a sum of $30,000.00 (thirty thousand dollars)
at the Closing to Seller for the satisfaction of the Consultant Fee
Release.

 


Section
1.03 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place on July 23, 2018., or at such
time as Buyer and Seller shall mutually agree.

 


Section
1.04 Releases. Upon the receipt of the consideration described in
Section 1.02(a), Seller will release Partnership, General Partner,
Buyer, as well as General Partners’ and Buyers’
affiliates, officers, directors, managers, employees, and agents
from any and all obligations arising under the LPA and the Fee
Releases.

 



ARTICLE II


REPRESENTATIONS AND
WARRANTIES OF SELLER

 


Section
2.01 Organization and Authority of
Seller; Enforceability. Seller
is a limited liability company duly formed, validly existing and in
good standing under the laws of the state of Missouri. Seller has
full power and authority to enter into this Agreement and any
documents to be delivered hereunder, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.
This Agreement and the documents to be delivered hereunder have
been duly executed and delivered by Seller, and (assuming due
authorization, execution and delivery by Buyer) this Agreement and
the documents to be delivered hereunder constitute legal, valid and
binding obligations of Seller, enforceable against Seller in
accordance with their respective terms, except as may be limited by
any bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of
equity.

 




 

2








 






 


Section
2.02 No
Conflicts; Consents. The
execution, delivery and performance by Seller of this Agreement and
the documents to be delivered hereunder, and the consummation of
the transactions contemplated hereby, do not and will not:
(a) violate or conflict with, or result in a default under,
its certificate of organization, operating agreement, or other
similar organizational documents (collectively,
“Organizational
Documents) of Seller, as
applicable; (b) violate or conflict with any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to
Seller, which would reasonably be expected to have a material
adverse effect on the business, condition (financial or otherwise),
results of operations or prospects of Seller (any such effect or
change, where the context so requires, is hereinafter called a
“Material Adverse
Effect”); (c) conflict
with, or result in (with or without notice or lapse of time or
both) any violation of, or default under, or give rise to a right
of termination, acceleration or modification of any obligation or
loss of any benefit under any contract or other instrument to which
Seller or Parent is a party, which would reasonably be expected to
have a Material Adverse Effect; or (d) result in the creation or
imposition of any Encumbrance on the Purchased Interest, or any
property or assets of Seller. Except as disclosed herein, no
consent, approval, waiver or authorization is required to be
obtained by Seller from any person or entity (including any
governmental authority) in connection with the execution, delivery
and performance by Seller of this Agreement and the consummation of
the transactions contemplated hereby, except such consents,
approvals, waivers or authorizations which would not, in the
aggregate, have a Material Adverse Effect or a material adverse
effect on Seller's ability to consummate the transactions
contemplated hereby on a timely basis.

 


Section
2.03 Legal Proceedings.
There is no claim, action, suit,
proceeding or governmental investigation ("Action") of any nature pending or, to Seller's
knowledge, threatened against or by Seller (a) relating to or
affecting the Purchased Interest; or (b) that challenges or seeks
to prevent, enjoin or otherwise delay the transactions contemplated
by this Agreement, except as would not have a Material Adverse
Effect. To Seller's knowledge, no event has occurred or
circumstances exist that may give rise to, or serve as a basis for,
any such Action.

 


Section
2.04 Debt. The Seller has no loans, other debts, unpaid
taxes, asserted or unasserted, known or unknown, absolute or
contingent, accrued or unaccrued, matured or unmatured or otherwise
("Debt") that could cause an Encumbrance on the
Purchased Interest or the Property (defined in Section 2.07),
except those which are adequately disclosed here:
____NONE______________.

 


Section
2.05 Related Party
Transactions. There are no
existing arrangements or proposed transactions between or among the
Seller or any of its affiliates and (i) any trustee, beneficiary,
officer, manager or managing member of the Seller or any of
immediate family of any of the foregoing persons (such trustee,
beneficiary, officers, managers, managing members and family
members being hereinafter individually referred to as a
"Related
Party"), (ii) any business
(corporate or otherwise) which a Related Party owns, directly or
indirectly, or in which a Related Party.

 


 




 

3








 






 


Section
2.06 No
Breach. Seller is not in breach
or violation of, or in default under any contract, which would
reasonably be expected to have a Material Adverse
Effect.

 


Section
2.07 Property
Assets. Seller represents and
warrants that the Partnership is the fee simple owner of the real
property listed in the legal descriptions in Exhibit A (the
“Property”).

 



Section 2.08 Ownership of
Partnership Interests

 


(a)           Seller
is the sole legal, beneficial, record and equitable owner of 7% of
the issued and outstanding partnership interests of the Partnership
(the “Partnership
Interests”), free and clear of all
Encumbrances.

 


(b)           To
Seller's knowledge, the Partnership Interests were issued in
compliance with applicable laws. To Seller's knowledge, the
Partnership Interests were not issued in violation of the
Organizational Documents of the Partnership any other agreement,
arrangement or commitment to which Seller is a party.

 


(c)           To
Seller’s knowledge, other than the Organizational Documents
of Seller and the LPA, there are no other agreements or
understandings in effect with respect to the voting or transfer of
any of the Partnership Interests.

 


Section
2.09 Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Seller.

 


Section
2.10 Due Diligence.
Seller has had the opportunity to
request, receive, and review the operations and prospects of the
Partnership and is familiar with the Partnership, its operations,
its assets, and its financial status and
projections.

 








 

4








 






 



ARTICLE III


REPRESENTATIONS AND
WARRANTIES OF BUYER

 


Section
3.01 Organization and Authority of
Buyer; Enforceability. Buyer is
a limited liability company duly formed, validly existing and in
good standing under the laws of the state of Delaware. Buyer has
full limited liability company power and authority to enter into
this Agreement and the documents to be delivered hereunder, to
carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and
performance by Buyer of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite
corporate action on the part of Buyer. This Agreement and the
documents to be delivered hereunder have been duly executed and
delivered by Buyer, and (assuming due authorization, execution and
delivery by Seller) this Agreement and the documents to be
delivered hereunder constitute legal, valid and binding obligations
of Buyer enforceable against Buyer in accordance with their
respective terms, except as may be limited by any bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights
generally or by general principles of equity.

 


Section
3.02 No
Conflicts; Consents. The
execution, delivery and performance by Buyer of this Agreement and
the documents to be delivered hereunder, and the consummation of
the transactions contemplated hereby, do not and will not: (a)
violate or conflict with the Organizational Documents of Buyer; or
(b) violate or conflict with any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to Buyer, which would
reasonably be expected to have a material adverse effect on the
Buyer’s ability to consummate the transactions contemplated
hereby on a timely basis. No consent, approval, waiver or
authorization is required to be obtained by Buyer from any person
or entity (including any governmental authority) in connection with
the execution, delivery and performance by Buyer of this Agreement
and the consummation of the transactions contemplated hereby,
except such consents, approvals, waivers or authorizations which
would not, in the aggregate, have a material adverse effect on
Buyer’s ability to consummate the transactions contemplated
hereby on a timely basis.

 


Section
3.03 Investment Purpose.
Buyer is acquiring the Purchased
Interest solely for its own account for investment purposes and not
with a view to, or for offer or sale in connection with, any
distribution thereof. Buyer acknowledges that the Purchased
Interest is not registered under the Securities Act of 1933, as
amended, or any state securities laws, and that the Purchased
Interest may not be transferred or sold except pursuant to the
registration provisions of the Securities Act of 1933, as amended,
or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as applicable. Buyer is able
to bear the economic risk of holding the Purchased Interest for an
indefinite period (including total loss of its investment), and has
sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risk of
its investment.

 


Section
3.04 Legal Proceedings.
There is no Action pending or, to
Buyer's knowledge, threatened against or by Buyer or any Affiliate
of Buyer that challenges or seeks to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement. To
Buyer’s knowledge, no event has occurred or circumstances
exist that may give rise or serve as a basis for any such
Action.

 


Section
3.05 Due Diligence.
Buyer acknowledges that it has had the
opportunity to conduct a thorough due diligence investigation with
respect to this transaction and the Partnership’s
assets.

 


 




 

5








 






 



ARTICLE IV


Closing
Deliveries

 


Section
4.01 Seller's Deliveries.
At the Closing, Seller shall deliver
to Buyer:

 


(a)           A
Bill of Sale in the form attached hereto as Exhibit B ̧ duly executed
by Seller, evidencing the issuance and sale to Buyer of the
Purchased Interest; and

 


(b)           A
certificate of the manager or similar officer of Seller certifying
as to the authorization of the execution, delivery and performance
of this Agreement and the transactions contemplated hereby, and
(ii) the names and signatures of the trusteed authorized to sign
this Agreement and the documents to be delivered
hereunder.

 


Section
4.02 Buyer's Deliveries.
At the Closing, Buyer shall deliver
the following to Seller:

 


(a)           The
Consideration described in 1.02(a); and

 


(b)           A
certificate of the Secretary or Assistant Secretary (or equivalent
officer) of Buyer certifying as to (i) the resolutions of the board
of managers (or equivalent managing body) of Buyer, duly adopted
and in effect, which authorize the execution, delivery and
performance of this Agreement and the transactions contemplated
hereby, and (ii) the names and signatures of the officers of Buyer
authorized to sign this Agreement and the documents to be delivered
hereunder.

 



ARTICLE V


Indemnification

 


Section
5.01 Indemnification By
Seller. Seller shall defend,
indemnify and hold harmless Buyer, its affiliates and their
respective members, managers, officers and employees from and
against all claims, judgments, damages, liabilities, settlements,
losses, costs and expenses, including attorneys' fees and
disbursements (a "Loss"), arising from or relating
to:

 


(a)           any
inaccuracy in or breach of any of the representations or warranties
of Seller contained in this Agreement or any document to be
delivered hereunder; or

 


(b)           any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Seller pursuant to this Agreement or any
document to be delivered hereunder.

 


Section
5.02 Indemnification By
Buyer. Buyer shall defend,
indemnify and hold harmless Seller, its trustees and affiliates and
their respective members, managers, officers, directors and
employees from and against all Losses arising from or relating
to:

 


(a)           any
inaccuracy in or breach of any of the representations or warranties
of Buyer contained in this Agreement or any document to be
delivered hereunder; or

 


(b)           any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Buyer pursuant to this Agreement or any document
to be delivered hereunder.

 




 

6








 






 



ARTICLE VI


Miscellaneous

 


Section
6.01 Confidentiality.
The Parties agree
that the terms of this Agreement shall remain confidential without
receiving prior written consent from the other Parties; provided
however, that any Party may disclose the terms as required by law,
including any court order or compliance with federal, state, or
local regulations that a Party may be subject
to.

 


Section
6.02 Expenses. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be
paid by the Party incurring such costs and
expenses.

 


Section
6.03 Further Assurances.
Following the Closing, each of the
Parties hereto shall, and shall cause their respective affiliates
to, execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be
reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this
Agreement.

 


Section
6.04 Notices.
All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to
have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or e-mail of a PDF
document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next business day if
sent after normal business hours of the recipient or (d) on the
third day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must
be sent to the respective parties at the following addresses (or at
such other address for a party as shall be specified in a notice
given in accordance with this Section 6.04):

 


	

If to
Buyer:


 

	

SeD
Development USA, LLC


4800
Montgomery Lane, Suite 210


Bethesda,
MD 20814


Attention:
Charles W. S. MacKenzie


Email:
charley@sed.com.sg


And


 


SeD
Development USA, LLC


c/o
Singapore Development Limited


7
Temasek Boulevard #29-01B


Suntec
Tower One


Singapore
038987


Attn:
Moe Chan


Email
Address: moe@sed.com.sg


	
 

	
 


	

If to
Seller:


 

	
 


	
 

	
 






 




 

7








 






 


Section
6.05 Headings. The headings in this Agreement are for reference
only and shall not affect the interpretation of this
Agreement.

 


Section
6.06 Severability.
If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or unenforceable, the Parties hereto
shall negotiate in good faith to modify the Agreement so as to
effect the original intent of the parties as closely as possible in
a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to
the greatest extent possible.

 


Section
6.07 Entire Agreement.
This Agreement and the documents to be
delivered hereunder constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter
contained herein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect
to such subject matter.

 


Section
6.08 Successors and Assigns.
This Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto and their
respective successors and permitted assigns. Neither Party may
assign its rights or obligations hereunder without the prior
written consent of the other Parties , which consent shall not be
unreasonably withheld or delayed. No assignment shall relieve the
assigning Party of any of its obligations
hereunder.

 


Section
6.09 No
Third-Party Beneficiaries. This
Agreement is for the sole benefit of the Parties hereto and their
respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other
person or entity any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of this
Agreement.

 


Section
6.10 Amendment and
Modification. This Agreement
may only be amended, modified or supplemented by an agreement in
writing signed by each party hereto.

 




 

8








 






 


Section
6.11 Waiver. Seller, Buyer, and Partnership agree to waive any
restrictions and obligations regarding transfer of ownership
interests contained in the LPA. No waiver by any Party of any of
the provisions hereof shall be effective unless explicitly set
forth in writing and signed by the Party so waiving. No waiver by
any Party shall operate or be construed as a waiver in respect of
any failure, breach or default not expressly identified by such
written waiver, whether of a similar or different character, and
whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any right, remedy, power or
privilege arising from this Agreement shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right,
remedy, power or privilege.

 


Section
6.12 Governing Law.
This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Delaware.

 


Section
6.13 Submission to
Jurisdiction. Any legal suit,
action or proceeding arising out of or based upon this Agreement or
the transactions contemplated hereby may be instituted in the
federal courts of the United States of America or the courts of the
State of Delaware, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or
proceeding.

 


Section
6.14 Waiver of Jury Trial.
Each Party acknowledges and agrees
that any controversy which may arise under this Agreement is likely
to involve complicated and difficult issues and, therefore, each
such party irrevocably and unconditionally waives any right it may
have to a trial by jury in respect of any legal action arising out
of or relating to this Agreement or the transactions contemplated
hereby.

 


Section
6.15 Specific Performance.
The Parties agree that irreparable
damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy to which they are entitled at law or
in equity.

 


Section
6.16 Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this
Agreement.

 


 


[SIGNATURE
PAGE FOLLOWS]




 

9








 






 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the date first written above by their respective
officers thereunto duly authorized.


	
 

	

 



SeD DEVELOPMENT USA, LLC


 


 



By:                                                      


Name:



Title:


	
 

	
 


	
 

	


AMERICAN REAL ESTATE INVESTMENTS, LLC


 


 


	
 

	


By:                                                      


Name:


Title:







 


	
 

	

150 CCM BLACK OAK,
LTD.


 


 


By:                                                     




150 Black Oak GP, Inc.


General Partner


Name:


Title:


	
 

	
 







 


 




 

10








 






 


EXHIBIT
A


 


LEGAL
DESCRIPTION OF THE PROPERTY ASSETS OF THE PARTNERSHIP


 


 


 


 


 




 

11








 






 


EXHIBIT
B


 


BILL OF
SALE


 


 


 


 


 




 

12








 






 



BILL OF SALE

 


AMERICAN REAL ESTATE INVESTMENTS, LLC, a
Missouri limited liability company (“AREI”), for and in consideration
provided in the Partnership Interest Purchase Agreement, dated July
___, 2018, the receipt and sufficiency of which are hereby
acknowledged, does bargain, sell, grant, transfer, assign, and
convey to SED DEVELOPMENT USA,
LLC, a Delaware limited liability company
(“SeD
Development”) all of its right, title, and interest,
in and to its 7% (seven percent) partnership interest in 150 CCM
Black Oak, Ltd., a Texas limited liability company (the
“Purchased
Interest”).

 


Without
limiting the generality of the foregoing, the Purchased Interest
acquired by SeD Development hereunder includes:



(a)         



All of AREI’s
ownership interest, business interest, and goodwill in 150 CCM
Black Oak, Ltd. as a going concern; and







(b)         



All of AREI’s
rights to accounts receivable, miscellaneous accounts receivable,
rights to reimbursement, partnership distributions, prepaid
expenses, and notes receivable or other rights to receive payments,
arising from its ownership of Purchased Interest; and







(c)         



All interests of
AREI in real property owned by 150 CCM Black Oak, Ltd. including
land, buildings, structures, improvements, fixtures, leaseholds,
and leasehold improvements; and







(d)        



All rights and
claims AREI may have, now and in the future, against SeD
Development, 150 CCM Black Oak, Ltd., 150 Black Oak GP, Inc., and
all affiliates, officers, directors, employees, and agents of these
entities.







(e)

All of AREI’s
rights to or under all trademarks, service marks, United States
trademark registrations and applications, trade names, copyrights,
including but not limited to the marks "Lakes at Black Oak”
or “Black Oak” or any variation thereof, including
international rights associated therewith, as well as any royalties
and rights to sue for past infringements, including, without
limitation, those items listed herein.






 


IN
WITNESS WHEREOF, AMERICAN REAL ESTATE INVESTMENTS, LLC has executed
this Bill of Sale as of the ____ day of July, 2018.


 


	
 

	
 AMERICAN REAL
ESTATE INVESTMENTS, LLC,

a
Missouri limited liability company

 




 


By:        
                 
                 
                
 



Name:                   
                 
                 
   


Title:                   
                 
                 
    









 

  






STATE OF 
MISSOURI 


§








 


§ 









COUNTY
OF ____________ 

§






 


This
instrument was acknowledged before me on July _____, 2018 by
_____________________, ________________ of American Real Estate
Investments, LLC, a Missouri limited liability company, on behalf
of such entity.


 


 


 


       
                 
                 
                
 
       


Notary
Public in and for the


State
of Missouri


My
Commission Expires:________________________


 


Printed
Name of Notary:_________________________

  










 

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