For Easy Holdings to acquire 80% of Sun Transfer Holdings (the Company):
The Company shall be responsible only for the specified liabilities, and the total liability shall not exceed $1,000,000. The Existing Shareholders shall indemnify, defend, and hold the Company harmless against any liabilities, losses, damages, claims, costs, and expenses that exceed $1,000,000 or are not specified.
Easy Holdings shall provide up to $2 million in capital as class B shares in the Company (par value $0.01, additional paid-in capital $0.99, no voting rights, no dividend rights).
The Company shall use 25% of its retained earnings to buy back the class B shares from Easy Holdings at the same price.
The Company shall distribute 25% of its retained earnings as dividends.
Easy Holdings shall charge a management fee to the Company equivalent to 7.5% per annum of the total value of outstanding class B shares, payable monthly.
For the purchase of the loan book:
Easyterms shall acquire the loan book for the net value of the principal amount collected.
Easyterms is prepared to advance 50% of the principal balance of the performing loans if the seller is prepared to underwrite them.
Funds received will be distributed in the following order: (1) interest and fees to Easyterms, and (2) the remaining amount as principal, with the principal first applied to clear the advance owed to Easyterms and then the remaining principal paid to the seller.
The parties may discuss the need to operate an SPV, as it may be unnecessarily complicated.