Exhibit A. Limited Partnership Agreement

Transcription

1 Exhibit A Limited Partnership Agreement This agreement is made and entered into by and between Urban Renewal Development Co. LLC, and New Piedmont Ventures Inc., both North Carolina Registered Companies here after referred to as "General Partner" and the persons and entities whose names are subscribed referred to as "Limited Partners." In consideration of these mutual covenants and conditions, it is agreed by and between the parties as follows: 1. Formation and Name. The parties form a limited partnership under the limited partnership provisions of the North Carolina General Statutes. The name of the limited partnership shall be RENOVATION CAPITAL PARTNERS, LLLP and the principal place of business shall be 2400 Crown Point Executive Dr., Suite 100, Charlotte NC Certificate. The parties shall, concurrently with the execution of this agreement, sign and acknowledge a certificate of limited partnership pursuant to the provisions of the North Carolina Limited Partnership Act. This certificate shall be filed with the North Carolina Secretary of State. This certificate shall also be filed in the office of the recorder of the county where the principal place of business of the partnership is situated. A copy of the certificate shall also be recorded in the office of the recorder of each county in which the partnership has a place of business. 3. Term. The partnership shall commence as of August 1st 2014, and shall continue for a period of ninety nine (99) years unless terminated sooner as provided, or unless extended for a longer term as may be determined by the election of all the Limited Partners. 4. Purpose. 1

2 The purpose of the partnership shall be to make loans from time to time to qualified commercial investors for the purpose of buying and rehab real property here after referred to as the subject properties. Such loans will be made by the Partnership to investors. Such loans will be made at no more than 70% on a case by case basis of the after repair value, which will be determined by a licensed appraiser of our choice and all loans will be closed by attorney of our choice. All loans made to the investors by the Partnership will be made at 12 to 14 percent simple interest rate for a maximum term of 12 months the term of the loan and the market condition will affect our rate. The due date of the loan may be extended at the General Partner s discretion. All loans made to the investors will be secured by a First Deed of Trust or a First Mortgage on the subject property. 5. Capital Contributions. (a). The general partners shall not be required to make any capital contributions to the Limited Partnership, but may at its own discretion. (b). The initial Capital Contribution shall be limited to a minimum investment by the Limited Partners which will be determined at the discretion of the General Partner and a maximum of $1,000,000.unless another amount is deemed acceptable by the General Partner on a case by case basis. (c). All Capital Contribution by the partner s will be held in a individual interest bearing checking account at a Federal Insured Bank. 6. Utilization of limited Partner s Capital Contribution. (a). It is the intent of the General Partner to use its best efforts to utilize all of the funds in the capital accounts of Limited Partners to maximize their return on funds in use. (b). The amount of participation by each Limited Partner in funding all loans will be based on the funds that are not in use in their capital account at the time of the funding of the loan to our client. The amount of funds needed to fund the total amount of loan will be based upon their individual percentage of total available funds in all of the capital accounts of all of the Partners. (c). It is the intent of General Partner to use its best efforts to keep all the funds that in the Limited Partners capital account in use all the time. There is no guarantee that can be done, due to the unknown factor of the day by day demand for loans 2

3 from our clients. 7. Return of Capital Contributions. Capital that is not in use or committed can be return to the Limited Partner with five days written notice to the Limited Partnership business address. 8. Distributions to Limited Partners. Partners will be paid annual interest of a minimum of 12% and a maximum of 14% simple interest on their funds in use from their capital account when said loan made is paid in full by the borrower. The interest due the Limited Partner will be deposited in the Partners designated interest bearing bank account. 9. Rights, Duties and Obligations of the General Partner. (a) The General partner shall have the exclusive power and authority to conduct the management of the partnership business and shall devote the time to the partnership as shall be reasonably required for its welfare and success. General partner shall be empowered make commercial loans to investors and the limited partners acknowledge and understand that the General Partner at his own discretion make loans as described in paragraph four above. The powers of general partner shall further include but not be limited to the following: (b) To sell, exchange or convey real property including any mortgage, deeds of trust or leasehold interest, or other property which may be acquired by the partnership for benefit of the Limited Partnership (c) The General Partners may charge Partnership for all reasonable expenses actually incurred by them in connection with the Partnership s business and all allocated proportions of expenses incurred in connection with both partnership and other activities, such allocations to be determined on any basis selected by the General Partners consistent with generally accepted accounting practices. Such expenses shall include payment of fees and expenses to attorneys, accountants, special consultants and others in the operations Partnership s business. 10. Compensation to the General Partner for his services. The General Partner shall receive the points and fees charged to the borrower and 3

4 paid by the borrower at closing of the loan. 11. Addition of Limited Partners. New Limited Partner may be added to the partnership at the sole discretion of the General Partner and upon a capital contribution by the new limited partner. Each new limited partner must accept and acknowledge this Limited Partnership agreement in writing. 12. Rights, Duties, Obligations of the Limited Partners. (a). Except as otherwise expressly provided, no limited partner shall participate in the management of the Partnership s business. (b). No partner, general or limited, shall receive any salary or any other compensation for services rendered on behalf of the partnership other than as expressly set forth in this agreement. (c). Capital accounts shall be maintained for the limited partners which accounts shall be credited with their capital contributions and deposited in the partnership bank account that is assigned for each Limited Partner. (d). Distributions. In the event of the sale of assets of the partnership, or the liquidation of the partnership, the net proceeds realized from the sale (including the net proceeds derived from the sale or satisfaction of any purchase money deed of trust), or the proceeds of liquidation, as the case may be, shall be distributed as follows: 13. Banking. Funds of the partnership shall be deposited in the bank or banks as the general partner may select. All withdrawals shall be made upon checks signed by the general partner, or its authorized agent. 14. Books and Records. The partnership shall maintain full and accurate books at its principal office, or in such offices as shall be designated for such purpose by the general partner. All books of account, together with a certified copy of the certificate of limited 4

5 partnership and any amendments shall be during regular working hours and upon reasonable notice open to the inspection and examination of the limited partners. At the end of each calendar year, the general partner shall cause to be distributed to the limited partners a full and detailed statement showing the operations of the partnership business during such year. 15. Assignment of Partners' Interests. (a). General Partner. The general partner shall not assign, mortgage, encumber or sell its interest as general partner in the partnership or enter into any agreement as a result of which any firm, person or Limited Liability Company shall become interested with it in the partnership; provided, however, that the restrictions contained here shall be inoperative after the dissolution of the partnership. (b). Limited Partners' Right To Receive Income. The right of a limited partner to receive any income from the partnership shall not be transferred, sold or assigned without the prior written consent of the general partner. The general partner shall not unreasonably withhold such consent. (c). Transfer of Capital Interest by the Limited Partner. The capital interest of a limited partner may not be transferred, sold or assigned by a limited partner unless approved by General Partner in writing. The proposed transferee shall execute and acknowledge any instruments the general partner deems necessary or desirable to effect admission and to confirm the agreement of the person being admitted to be bound by all of the terms and provisions of this agreement as they have been amended. The transferee shall pay all reasonable expenses (including legal fees) in connection with admission as a substituted limited partner. 16. Death or Insanity of Limited Partner or General Partner. If any Limited or General Partner dies, his or her executors or administrators (or if adjudged insane or incompetent, the guardian or conservator) shall have the same rights as if the Partner had not died or become insane or incompetent, and the share of the limited partner in the assets of the partnership shall be subject to the terms, provisions and conditions of this agreement as if the limited partner had not died or become insane or incompetent. 17. Termination. 5

6 Notwithstanding anything to the contrary, the partnership shall terminate upon any of the following events: The adjudication of bankruptcy of the general partner or otherwise as provided by the Uniform Limited Partnership Act, unless the business is continued by a general partner. 18. Distribution on Termination. Upon termination of the partnership, the books of the partnership shall be closed and appropriate credits and debits to the accounts of the general and limited partners shall be made. The partnership shall engage in no further business other than that necessary to wind up and distribute the assets. The general partner shall liquidate the assets of the partnership and the proceeds of liquidation shall be applied and distributed as follows: (a). Expenses of liquidation and debts of the partnership shall be paid. (b). Upon completion of the liquidation, the partnership shall be deemed completely terminated and dissolved. 19. Continuation beyond Term. In the event that the partnership has not been terminated nor dissolved, nor the term of the partnership extended, prior to the expiration date of the term set forth with respect to the assets of the partnership the partners shall become tenants in common together with all other partners if they are living, or their heirs or successors, if they are deceased. 20. Power of Attorney. Each of the limited partners does hereby constitute and appoint Urban Renewal Development Co. LLC and New Piedmont Ventures Corp. general partner, as his or her true and lawful attorney for that limited partner, and in the name and place of each limited partner to make, execute, sign and acknowledge a certificate of limited partnership and a certificate of doing business under a fictitious name, including the execution, acknowledgment and filing of any amendments and to execute other instruments as may be required by the laws of the state of North and South Carolina. 6

7 21. Notices. All notices and requests provided for shall be directed by regular U.S. mail to the parties at the addresses set forth in Schedule C. 22. Agreement Binding Upon Successors and Assigns. Except as otherwise provided, this agreement shall inure to the benefit of, and shall be binding upon the heirs, executors, administrators, or other representatives, successors and assigns of the respective parties. 23. Applicable Law. This agreement and the rights of the parties shall be interpreted in accordance with the laws of the state of North Carolina Amendment. This agreement may be amended subject to the approval of the General Partners and 50% of the limited partners. 25. Counterparts. This agreement may be executed in counterparts, each of which shall constitute an original. 7

8 No Guaranteed Return of Investors Capital Contributions Investment opportunity offered hereby is speculative and involves a high degree of risk. There can be no guarantee that an investor will realize a substantial return on the investment, or any return it all, or that the investor will not lose the entire investment. For this reason, each prospective investor should read this agreement carefully and should consult with his/her or its own legal counsel, accountants, or business advisor prior to making any investment decision. * * * * * In witness, the parties have executed this agreement this day of, 2015 Limited Partners: General Partner: By: State of: County of: Sworn to and subscribed before me,, a Notary Public by This day of, Notary Public My Commission Expires: (LS) 8