Blueprint





 







Exhibit 10.3


 



AMENDMENT TO



AGREEMENT OF LIMITED PARTNERSHIP



OF



150 CCM BLACK OAK, LTD.


 


 


This
Amendment No. 2 (this “Amendment No. 2”; the Binding
Term Sheet of November 7, 2014 is Amendment No. 1)) to the
Agreement of Limited Partnership of 150 CCM Black Oak, Ltd (the
“Partnership Agreement”) is hereby adopted by 150 Black
Oak GP, Inc., a Texas corporation, whose address is 340 North Sam
Houston Parkway East, Suite 140, Houston, Texas 77060, as general
partner (“General Partner”), and each of the
individuals or entities whose names are set forth on the Amended
Exhibit “A” attached to this Agreement as limited
partners (“Limited Partners”). Capitalized terms used
but not defined herein are used as defined in the Partnership
Agreement.


 



Exhibit A to the LPA: Name Change


 


WHEREAS certain versions of the Limited
Partnership Agreement incorrectly referred to CCM Property USA PTE
LTD as the limited partner instead of the accurate name of CCM
Development USA Corp; and


 


WHEREAS, on November 18,
2014, CCM Development
USA Corp properly changed its name to SeD Development USA, Inc.;
and


 


WHEREAS, neither name change is a change
in ownership interest in violation of Section 10 of the Partnership
Agreement; and


 



Exhibit A to the LPA: Capital Contribution


 


WHEREAS, under accounting rules, the
capital contribution shall be a contribution to the partnership of
cash and not contracts to purchase property; and


 


WHEREAS, the Capital Contribution table
shall be adjusted to show “zero” for capital
contribution from American Real Estate Investments, Inc. and
Fogarty Family Trust II, but also noting their respective
contributions of contracts to purchase real estate;


 



Exhibit A to the LPA: Ownership Percentages


 


WHEREAS, the Partners entered into that
Binding Term Sheet on November 7, 2014 that among other things
adjusted the percentage of partnership allocations as of November
7, 2014 to the following:


 


	

SeD

	

63.5%


	

Fogarty
Family Trust II

	

28.5%


	

AREI

	

7.0%


	

General
Partner

	

1.0%;
and







 


 




 








 






 


WHEREAS, the Binding Term Sheet also
provided for an adjustment in ownership percentage if the Partners
could not refinance the Additional Contribution. If the Additional
Contribution could not be refinanced by January 1, 2015, SeD will
receive an additional equity interest of 5% (five percent) in the
form of a contribution of 5% from Fogarty Family Trust II’s
current ownership and no contribution from American Real Estate
Investments, LLC. Since the refinancing did not take place, the
equity ownership of the Partnership shall be adjusted to the
following:


 


	

SeD

	

68.5%


	

Fogarty
Family Trust II

	

23.5%


	

AREI

	

7.0%


	

General
Partner

	

1.0%;
and







 


 WHEREAS, the Partners desire to amend
the Partnership Agreement with regards to the consulting and
oversight fees and to make certain adjustments to the names of
certain Partners and certain allocation provisions related thereto,
which adjustments shall be effective as of November 7,
2014;


 


NOW THEREFORE, the Partners do hereby
amend the Partnership Agreement as follows:


 




1.

Amendment Section 9.17 of the
Operating Agreement shall be amended and replaced in its entirety
as follows:






 



9.17 

Consultants.








1)

Beginning November
1, 2014:








(a)

Consultants
appointed by Fogarty Family Trust and SeD (currently ARETE and
Inter-American Development, LLC respectively) will each begin
receiving a $10,000 per month consulting and oversight fee;
and








(b)

Consultant
appointed by AREI shall receive $2,000 per month consulting and
oversight fee.








2)

Consulting and
oversight fees shall only be payable after Outside Financing is
achieved (Outside Financing is refinancing of at least 65% of the
Additional Contribution and excludes financing from SeD, or
Inter-American Development, or affiliates of either); all
consulting and oversight fees shall be deferred until Outside
Financing.








3)

Upon Outside
Financing, the partnership shall pay AREI a one-time $40,000 fee to
represent reimbursement of all AREI expenses incurred on behalf of
partnership and acknowledgement that AREI will receive reduced
consulting and oversight fees for the life of the LPA.






 




2.

Amendment Exhibit
“A” to 150 CCM Black Oak, Ltd. Partnership Agreement is
amended and replaced in its entirety as follows:






 




 








 






 



EXHIBIT “A”



TO



150 CCM BLACK OAK, LTD. PARTNERSHIP AGREEMENT



(Reflecting Changes as of January 1, 2015)


 



General Partner


 


	


Names and Address of

	
 

	
 


	


       General
Partner

	


Partnership Interest

	


Capital Contribution


	
 

	
 

	
 


	

150
Black Oak GP, Inc.

	

1%

	

$100.00


	

340
North Sam Houston Parkway East

	
 

	
 


	

Suite
140

	
 

	
 


	

Houston,
Texas 77060

	
 

	
 







 



Limited Partners


 


	


Names and Addresses of

	
 

	
 


	


       Limited
Partners

	


Partnership Interest


 

	


Capital Contribution


	
 

	
 

	
 


	


SeD DEVELOPMENT USA, INC

	
 

	
 


	


(f/k/a) CCM DEVELOPMENT USA

	
 

	
 


	


CORPORATION

	

68.5%

	

$4,300,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	


AMERICAN REAL ESTATE INVESTMENTS
LLC

	

7%

	

Zero*


	
 

	
 

	
 


	
 

	
 

	
 


	


WOODROW A. HOLLAND, TRUSTEE

	
 

	
 


	


FOR THE FOGARTY FAMILY TRUST II

	

23.5%

	

Zero*







 


*Limited
partner contributed contracts to purchase property


 




 








 






 


IN WITNESS WHEREOF, the parties have
executed this Amendment No. 2 to be effective as of the date and
year first above written.


 


	
 

	


GENERAL
PARTNER:


 


150
BLACK OAK GP, INC., 


a Texas
corporation


 


 


By:
__/s/ Jeffrey
Busch____________


       Jeffrey
Busch, President and


      
Chief Executive Officer


 


 


By:
___/s/ Joe
Fogarty_____________


       Joe
Fogarty, Vice President and


      Chief
Operating Officer


 


LIMITED
PARTNERS:









 


	


SED DEVELOPMENT USA, INC


a
Delaware corporation


By: /s/
Jeffrey Busch 


Name: 


Title: 


 







 


	

AMERICAN REAL ESTATE INVESTMENTS.
LLC,


a
Missouri Limited Liability Company


By:
/s/ Tracey Weaver 


Name: 


Title: 


 


	

 



WOODROW A. HOLLAND, TRUSTEE FOR THE FOGARTY FAMILY TRUST
II


 


/s/
Woodrow H. Holland _____________________