Blueprint




 





Exhibit
10.5

 

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