In Re T. Bently Durant; Thomas R. Durant; The Durant Classic Dynasty Trust; Michael A. Ward; 8100 Partners, Ltd.; 8100 Management LLC; 8705 Partners, Ltd.; 8705 Management LLC; Classic Chevrolet Sugar Land LLC; Classic Chevrolet West Houston, LLC; Classic Elite Buick GMC, Inc.; And 16835 Cadet Partners, LLC v. the State of Texas

Opinion

ACCEPTED 15-25-00019-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 3/18/2025 1:37 PM NO. 15-25-00019-CV CHRISTOPHER A. PRINE CLERK FILED IN IN THE COURT OF APPEALS 15th COURT OF APPEALS FOR THE FIFTEENTH DISTRICT OF TEXASAUSTIN, TEXAS AT AUSTIN 3/18/2025 1:37:25 PM CHRISTOPHER A. PRINE Clerk

IN RE T. BENTLY DURANT, THOMAS R. DURANT, THE DURANT CALSSIC DYNASTY TRUST, MICHAEL A. WARD, 8100 PARTNERS, LT.D., 8100 MANAGEMENT, LLC, 8705 PARTNERS, LTD., 8705 MANAGEMENT LLC, CLASSIC CHEVROLET SUGAR LAND, LLC, CLASSIC CHEVROLET WEST HOUSTON, LLC, CLASSIC ELITE BUICK GMC, INC., AND 16835 CADET PARTNERS, LLC., Relators.

Original Proceeding from the Business Court of Texas Eleventh Division; Cause No. 25-BC11A-0001; Hon. Stacy Rogers Sharp, Judge of the Texas Business Court Fourth Division, Sitting by Assignment

REAL PARTIES-IN-INTEREST’S EMERGENCY MOTION TO RECONSIDER THE STAY GRANTED BY THE COURT

BYRON K. HENRY E. MICHELLE BOHREER State Bar No. 24008909 State Bar No. 06717100 byron.henry@solidcounsel.com michelle@bohreerlaw.com WALKER STEVEN YOUNG PRITESH SONI State Bar No. 24102676 State Bar No. 24063926 walker.young@solidcounsel.com pritesh@bohreerlaw.com SCHEEF & STONE, L.L.P. BOHREER LAW FIRM PLLC 2600 Network Boulevard, Suite 400 777 Post Oak Blvd., Suite 950 Frisco, Texas 75034 Houston, Texas 77056 Telephone: (214) 472-2100 Telephone: (832) 856-3006 Facsimile: (214) 472-2150 Facsimile: (832) 856-2891

1 Pursuant to Rule 52.10(c) of the Texas Rules of Appellate Procedure, the Real

Parties-In-Interest, Tiffany and Michael Jeffrey Sebastian request that the Court

reconsider and dissolve the stay granted on February 21, 2025, if not the entire

mandamus. The Court should consider the motion on an emergency because Relators

have a temporary injunction scheduled in their new filed state district court case for

March 27, 2025 while they rely on this Court’s stay to prevent Real Parties-In-

Interest from pursuing their own injunctive relief in the first filed case and court with

dominant jurisdiction over the dispute. See Exhibit 2.

I. INTRODUCTION

The Relators used this Court, in particular the Court’s emergency stay power,

to improperly prejudice and deny the Real Parties-In-Interest Jeff and Tiffany

Sebastian (the “Sebastians”) their day in court. On the eve of an injunction hearing

against the Relators, the Relators obtained an emergency stay from this Court to

prevent the Sebastians from proceeding forward on injunctive relief the Sebastians

sought in a district court in Fort Bend County on the basis that a Business Court

rather than a State District Court had jurisdiction over the parties’ dispute. With the

stay in place and totally contrary to the representations made to this Court, the

Relators then filed their own action in a District Court in Tarrant County and

obtained a TRO against the Sebastians. The Relators manipulated and misled the

Court to prevent the Sebastians from getting a TRO so that the Relators could forum

2 shop and get their own TRO harming and prejudicing the Sebastians.

The Court should not tolerate such gamesmanship. Realtors cannot claim a

Fort Bend County District Court lacks jurisdiction while they themselves filed and

sought relief from a Tarrant county District Court. The stay should be lifted

immediately, the mandamus should be dismissed, and the Relators should be held to

account for their bad faith filing to obtain the improper stay.

II. ARGUMENT

The Sebastians sued the Relators in their divorce proceeding in 387th Judicial

District Court of Fort Bend County, Texas (the” 387th Case” or “Fort Bend Case”)

after the Relators improperly ousted the Sebastians and took control of the

businesses related to various car dealerships. The Relators immediately removed the

claims brought against them in the Fort Bend Case to the business court claiming

that the dispute between the parties belonged in the newly created Business Court

even though it was not removable by statute. See Realtor’s Emergency Motion to

Stay at p. 2; see also Sebastians’ Response to the Petition for Mandamus filed March

3, 2025. After considering the parties motions and arguments, the Honorable Stacy

Rogers Sharp granted the remand back to the Fort Bend District Court. Id.

Prevailing on remand, the Sebastians sought to move forward on their

injunctive relief and a request for a receiver, scheduling them for a hearing on

February 24, 2025. Id. The Fort Bend court even granted the Sebastians’ TRO.

3 However, before an injunction hearing could occur, the Relators filed this mandamus

and sought an emergency stay of the Fort Bend Case proceeding on the grounds that

the dispute between the parties belonged in the Business Court, not the Fort Bend

District Court, and unless a stay against Sebastians’ injunctive relief was granted,

the Relators’ would be prejudiced by such rulings because the Business Court was

the proper forum. See Realtor’s Motion at p. 2. This Court granted the stay on

February 21, 2025 and the 387th Court in deference even withdrew its TRO order

entered the same day.

Contradicting their own arguments that the Business Court has jurisdiction

over the parties’ disputes to obtain a stay against Sebastians’ attempt to get

injunctive relief, Relators then filed a new lawsuit in the Tarrant County District

Court on March 13, 2025, and obtained their own injunctive relief barring the

Sebastians from participating in their own business 1. See Exhibits 1 and 2, true and

correct copy of the lawsuit and TRO obtained by the Relators.

The Court should not tolerate Relators’ gamesmanship and naked forum

1 Notwithstanding the misleading hyperbole in the Tarrant County Petition, Relators knew about the special meeting Jeff Sebastian called, the excuse for the new lawsuit and the injunctive relief they obtained, before it moved for mandamus relief and a stay in this Court. See Exhibit 1 at Pg. 253. Instead of addressing it in the mandamus or the stay, the Relators let the meeting proceed, so that they could forum shop and obtain their temporary relief by making misleading claims about the special meeting and the Sebastians—who could not proceed on their own injunctive relief against the Relators because of the stay. The Sebastians are trying to get the improperly obtained TRO dissolved but cannot get a hearing date prior to the TI hearing scheduled for March 27, 2025.

4 shopping. Through the new lawsuit, Relators cannot be permitted to seek

declarations of their ownership and management control in a forum of their choosing

while they stall the prior filed action by Sebastians regarding the same dispute and

which court has dominant jurisdiction because the Sebastians filed their case first in

Fort Bend County before it was improperly removed to the Business Court, and is

now subject to this frivolous mandamus in which Realtors obtained a stay with

misleading claims.

Considering Relators’ bad faith and contradictory filings, the Court should lift

the stay immediately and dismiss the mandamus. In re Hogan Lovells US, LLP, No.

01-17-00975-CV, 2019 Tex. App. LEXIS 2319 (Tex. App.—Houston [1st Dist.]

Mar. 26, 2019, no pet.)(lifting a stay under Rule 51.10(c) and dismissing an improper

mandamus).

The Court should further consider sanctioning against the Relators under Rule

52.11 because their appeal and motion to stay are groundless and filed just to cause

delay. Tex R. App. P. 52.11 (permitting sanctions filing a groundless petition, for

filing a petition just to cause delay, and for other grounds identified in the Rule).

Relators cannot make a representation in one court and then make a completely

contradictory representation in a different court to obtain competing relief. Such

conduct violates the duty of candor. See Tex. Disciplinary R. Prof. Conduct R. 3.03,

8.04, reprinted in (West Supp. 2012) (Tex. State Bar R. art. X, § 9); see also

5 Prabhakar v. Fritzgerald, No. 05-10-00126-CV, 2013 Tex. App. LEXIS 4537, at *6

(Tex. App.—Dallas Apr. 9, 2013, no pet.).

III. CONCLUSION

The Court should lift the stay immediately, dismiss the unmeritorious

mandamus and sanction the Relators for their gamesmanship and bad faith. Real

Parties-In-Interest should be awarded attorneys’ fees for being forced to file this

motion.

Respectfully submitted,

By E. MICHELLE BOHREER State Bar No. 06717100 michelle@bohreerlaw.com PRITESH SONI State Bar No. 24063926 pritesh@bohreerlaw.com

BOHREER LAW FIRM PLLC 777 Post Oak Blvd., Suite 950 Houston, Texas 77056 Telephone: (832) 856-3006 Facsimile: (832) 856-2891

6 BYRON K. HENRY State Bar Card No. 24008909 byron.henry@solidcounsel.com WALKER STEVEN YOUNG State Bar No. 24102676 walker.young@solidcounsel.com

SCHEEF & STONE, L.L.P. 2600 Network Boulevard, Suite 400 Frisco, Texas 75034 Telephone: (214) 472-2100 Facsimile: (214) 472-2150

ATTORNEYS FOR REAL PARTIES IN INTEREST

RULE 52.10(a) CERTIFICATE OF COMPLIANCE

This is to certify that, on March 18, 2025, via email, my office notified all

parties that Real Parties in Interest would be filing an emergency motion to

reconsider the stay granted by the Court.

E. Michelle Bohreer

7 CERTIFICATE OF CONFERENCE

This is to certify that, on March 18, 2025, via email, my office conferred with

counsel for all parties, who confirmed that they were opposed to the relief requested

in this Motion.

E. Michelle Bohreer

8 CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of this document has been

delivered pursuant to TEX. R. APP. P. 9.5 to all parties as indicated below on March

18, 2025:

Via Electronic Filing/Service Hon. Stacy Rogers Sharp K. Elizabeth Swan Judge eswan@shackelford.law Texas Business Court, Derek D. Rollins Fourth Division, drollins@shackelford.law Sitting by Assignment Lucas Peterson BCClerk@txcourts.gov lpeterson@shackelford.law William P. Clements Bldg. SHACKELFORD, MCKINLEY & 300 West 15th Street NORTON, LLP Suite 606 9201 N. Central Expressway, 4th Floor Austin, TX 78701 Dallas, Texas 75231 RESPONDENT Telephone: (214) 780-1400 Facsimile: (214) 780-1401

Timothy D. Zeiger tzeiger@shackelford.law SHACKELFORD, MCKINLEY & NORTON, LLP 2600 Via Fortuna, Suite 150 Austin, Texas 78746 Telephone: (512) 469-0900 Facsimile: (214) 889-9711

ATTORNEYS FOR RELATORS

E. MICHELLE BOHREER

9 EXHIBIT 1 CAUSE NO. _____________________

CLASSIC CHEVROLET WEST § IN THE DISTRICT COURT HOUSTON, LLC, § § Plaintiff, § § v. § ____ JUDICIAL DISTRICT § MICHAEL JEFFREY SEBASTIAN AND § TIFFANY SEBASTIAN, § § Defendants. § TARRANT COUNTY, TEXAS

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION

TO THE HONORABLE JUDGE OF SAID COURT:

Plaintiff Classic Chevrolet West Houston, LLC (“Plaintiff”) files its Original Verified Petition

and Application for Temporary Injunction and Permanent Injunction complaining of Defendants

Michael Jeffrey Sebastian (“Jeff”) and Tiffany Lynn Sebastian (“Tiffany”) (collectively

“Defendants”), and would respectfully show the Court the following:

Discovery Control Plan

1. Plaintiff intends that discovery be conducted under Level 3.

Rule 47 Statement

2. In accordance with Rule 47 of the TEXAS RULES OF CIVIL PROCEDURE, Plaintiff

seeks monetary relief of $250,000 or less and non-monetary relief from Defendants at this time.

The damages sought are within the jurisdictional limits of this Court.

Parties and Jurisdiction

3. Plaintiff is a Texas limited liability company with its principal place of business in

Grapevine, Tarrant County, Texas.

4. Defendant Michael Jeffrey Sebastian is a Texas resident who resides in Tomball,

Texas and may be served with process at his usual place of abode, which is 25702 Zion Lutheran

Cemetery Road, Tomball, Harris County, Texas 77375, or wherever he may be found in the State

of Texas.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 1 5. Defendant Tiffany Lynn Sebastian is a Texas resident who resides in Richmond,

Texas and may be served at her usual place of abode, which is 5002 Shiloh Lake Dr, Richmond,

Fort Bend County, Texas 77407, or wherever she may be found in the State of Texas.

Venue

6. Venue is proper in Tarrant County, Texas because Plaintiff maintains a principal

office at 1101 West State Highway 114, Grapevine, TX, such office being in Tarrant County, Texas,

because all or a substantial part of the events or omissions giving rise to the claims asserted herein

by Plaintiff occurred in Tarrant County, Texas, and because no mandatory venue rules apply. TEX.

CIV. PRAC. & REM. CODE § 15.002.

Facts

7. Plaintiff operates a new and used automobile sales and service dealership at 8100

South Hwy 6, Houston, Texas 77083 (the “Dealership”). The Dealership is part of The Classic Family

of Dealerships, which owns dozens of automobile dealerships in Texas and beyond. The Dealership

is a General Motors (“GM”) authorized franchise, licensed to do business by the State of Texas.

8. Jeff is a minority member of Plaintiff pursuant to that certain written Company

Agreement of Classic Chevrolet West Houston, LLC dated as of November 29, 2019 (the “Company

Agreement”). Tiffany is not a member of Plaintiff. A true and correct copy of the Company Agreement

is attached hereto as Exhibit “1.” Jeff’s membership interest is subject to that certain Buysell

Agreement for Interests in Classic Chevrolet Sugar Land, LLC, Classic Chevrolet West Houston,

LLC, Classic Elite Buick GMC, LLC [sic], and 16835 Cadet Partners, LLC dated May 1, 2023 (the

“Buy-Sell Agreement”). A true and correct copy of the Buy-Sell Agreement is attached hereto as

Exhibit “2.”

9. In addition to owning a minority membership interest in the Dealership, Jeff was

also responsible for performing certain management-type duties at the Dealership. However, as

the Dealership’s performance and profitability was lagging in 2023 and 2024, the members who

hold a majority of the interest in the LLC (as defined in the Buy-Sell Agreement) voted “no

confidence” in Jeff, and, in accordance with Section III.1.(iv) of the Buy-Sell Agreement, exercised

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 2 their option to buy-out Jeff’s interest in the Dealership. A true and correct copy of Plaintiff’s

October 11, 2024 written notice to Defendant regarding “Exercise of Option to Purchase pursuant

to that certain Buysell Agreement…” is attached hereto as Exhibit “3”. 1 As a result of exercising

the option, Plaintiff (and the owners of the majority interest in Defendant) became the equitable

owners of all of the Defendants’ interest in Plaintiff. Goswami v. Metropolitan Sav. & Loan Ass’n,

751 S.W.2d 487, 489 (Tex.1988) (option contract gave optionee equitable interest in property and

standing to contest validity of foreclosure sale).

10. In September 2024, Jeff improperly attempted to join Plaintiff (as a co-respondent)

to a pending divorce action between Jeff and Tiffany in the 387th Judicial District Court in Fort

Bend County, Texas, cause number 24-DCV-318087 (the “Fort Bend Action”). See

Counterpetition in Divorce, attached hereto as Exhibit “4”. Jeff’s pleading made no claims and

sought no relief from Plaintiff. Id.

11. On December 3, 2024, Defendants filed a third-party action in the Fort Bend Action

wherein they asserted claims for breach of contract and declaratory judgment. A true and correct

copy of the Third-Party Petition filed by Defendants is attached hereto as Exhibit “5”.

12. On December 20, 2024, Defendants filed their First Amended Third-Party Petition

in the Fort Bend Action. A true and correct copy of the First Amended Third-Party Petition is

attached hereto as Exhibit “6”. This filing included Defendants’ request for the court-ordered

appointment of a receiver over the Dealership. Id., ¶¶ 74-79. In the third-party petition, Defendants

also seek, inter alia, declaratory relief pertaining to their rights under the Buy-Sell Agreement. Id.,

¶¶ 48-49. Defendants’ First Amended Third-Party Petition also judicially admits (i) that the

Company Agreement is “valid and enforceable” and “governs” the management and operation of

the Dealership Id., ¶41, and (ii) that Defendants were terminated and replaced at the Dealership

in July and September of last year. Id., ¶31. The Dealership has operated without Defendants’

involvement for over seven (7) months as to Jeff and almost six (6) months as to Tiffany.

1 The Buy-Sell Agreement defines the term “LLC” to include Classic Chevrolet West Houston, LLC (Plaintiff herein), Classic Elite Buick GMC, Inc., Classic Chevrolet Sugar Land, LLC, and 16835 Cadet Partners, LLC.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 3 13. Pursuant to the Company Agreement, Defendants’ request for appointment of

receiver over the Dealership is an event that constituted an “Involuntary Transfer,” which term is

defined by the Company Agreement at Section 1.1(z). See Ex. “1” at § 1.1(z) (“Involuntary

Transfer shall mean … if there is filed by or against a Member … a petition for the appointment

of a receiver”).

14. More than sixty (60) days have elapsed since Defendants’ request for a receiver

over the Dealership and, in the interim, Jeff did not withdraw, release, vacate, stay, or otherwise

“cure” his request to appoint a receiver over the Dealership. Therefore, the Involuntary Transfer

was effective as of February 18, 2025. Id., § 1.1(z). The effect of the Involuntary Transfer resulting

from Defendants’ application for appointment of receiver is governed by, among other things,

Section 6.6 of the Company Agreement, which specifies that, as a direct result of the Involuntary

Transfer, Jeff lost all of his voting and other management rights associated with his membership

interest in Plaintiff / the Dealership. See Ex. “1” at § 6.6.

15. On January 2, 2025, the defendants in the Fort Bend Action (including Plaintiff

herein) filed a Notice of Removal to the newly established Texas Business Court, transferring

certain of Defendants’ claims in the Fort Bend Action to the Eleventh Division of the Texas

Business Court, where it was assigned a cause number of 25-BC11A-0001 (the “Removed

Action”). See Ex. “7.”

16. On January 9, 2025, Defendants filed a Motion to Remand the Removed Action,

and on February 4, 2025, the Business Court granted the Motion to Remand, which, but for the

stay issued by the 15th Court of Appeals (discussed infra, ¶20) would have transferred the

removed claims back to the Fort Bend Divorce Court (“the Remand Order”).

17. On February 18, 2025, Jeff purported to issue a Notice of Special Meeting of

Managers (“the Notice”) of Plaintiff, a true and correct copy of which is attached hereto as Exhibit

“8”. The Notice purported to set a meeting of the Dealership Managers on Saturday, February 22,

2025 to discuss and vote upon Jeff’s proposed removal and of Thomas R. Durant as Plaintiff’s

President and Manager—and installation of himself as replacement President—and upon certain

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 4 compensation-related matters. See id. However, that same day, Jeff lost all of his voting and other

management rights associated with his membership interest in Plaintiff / the Dealership pursuant

to the Company Agreement. Ex. “1” at § 6.6.

18. On February 21, 2025, Plaintiff’s counsel sent Jeff’s counsel a letter informing her

Jeff was not authorized to call a meeting of the Dealership or to take any unilateral action on

behalf of the Dealership. See Ex. 9. Because Jeff lost his voting and other managerial rights in

Plaintiff’s organization by virtue of his request for a court-ordered receivership over the Dealership

(i.e., a contractually-specified event of Involuntary Transfer), Jeff was not entitled to call a special

meeting, he was not entitled to vote, and he was not (and is not) otherwise entitled to participate

in Plaintiff’s / the Dealership’s management or operation. Id. Moreover, even if Jeff had not lost

his voting and managerial rights in the Dealership, the purported actions taken, including removal

of Mr. Durant as President and Manager, required a unanimous vote of the Managers to be

effective. See Id.; Ex. 1, Company Agreement, §§ 1.1(bb), 3.14. Furthermore, attendance of all

of Plaintiff’s Managers, which did not occur, was required to meet a Quorum pursuant to section

3.27 of the Company Agreement. Id.

19. Also on February 21, 2025, Defendants filed a Joint Emergency Application for

Temporary Restraining Order and Temporary Injunction in the Fort Bend Action seeking entry of

a temporary restraining order effectively stripping Thomas R. Durant of all ownership and

management rights in Plaintiff and transferring those rights to Jeff. See Ex. 10.

20. In response to the foregoing, on February 21, 2025, Plaintiff and other defendants

in the Fort Bend Action were forced to file an Emergency Motion for Stay pending the Fifteenth

Court of Appeals’ review of those parties’ petition for writ of mandamus regarding the Business

Court’s Remand Order. That same day, February 21, 2025, the Fifteenth Court of Appeals granted

the Emergency Motion for Stay and ordered a temporary stay of the Fort Bend Action and

proceedings in the Business Court pending review of the petition for writ of mandamus and

requested further briefing on the mandamus from both sides (“the Stay Order”). See Ex. 11. As

of the date of this filing, the Stay Order remains in full force and effect, staying all proceedings in

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 5 both courts. In this action, Plaintiff complains of subsequent actions taken by Defendants to

disrupt Plaintiff’s business.

21. On February 22, 2025, Defendants purported to hold a Meeting of the Managers

of Plaintiff Classic Chevrolet West Houston. On February 24, 2025, despite the Stay Order and

notice from the Dealership that the Meeting was not authorized by the Company Agreement, Jeff’s

counsel sent Plaintiff’s a letter stating that Jeff had purported to: unilaterally remove Thomas R.

Durant as President and Manager of Plaintiff; appointed Jeff as President of Plaintiff; appointed

Tiffany as Manager in Mr. Durant’s place; and set compensation for the Managers at $15,000 per

month plus two percent (2%) of the Dealership’s gross sales. Were this action to stand, the

purported removal and change in Plaintiff’s management team will seriously damage Plaintiff’s

equitable ownership in Defendants’ interest, operations of Defendant would be disrupted, and

incalculable losses would be caused by the purported removal and change in Plaintiff’s

management team.

22. On March 12, 2025, without prior notice, Defendants entered the Dealership

property, purporting to “work,” disrupting the Dealership’s operations and forcing the Dealership

to curtail operations. Defendants informed personnel on site that they intended to return to the

Dealership the following day, March 13, 2025, to further disrupt the Dealership’s operations.

Defendants further falsely represented and held themselves out as Plaintiff’s Managers to

Plaintiff’s employees, causing confusion and dissension among employees, further harming the

Dealership’s business operations. Although advised that Defendants were not permitted on the

property, Defendants refused to leave when requested and affirmatively (through counsel) stated

a fixed intent to continue to disrupt Plaintiff’s business. See Ex. 12 [Bohreer 3/12/25 letter].

23. All conditions precedent have been performed or have occurred.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 6 Causes of Action

Count 1: Request for Declaratory Judgment

24. Plaintiff incorporates the foregoing paragraphs as if fully set forth herein.

25. Plaintiff seeks entry of a Declaratory Judgment under the Texas Uniform

Declaratory Judgments Act (the “Act”). TEX. CIV. PRAC. & REM. CODE §§ 37.001, et seq.

26. Plaintiff seeks a declaratory judgment against Defendants to determine certain

rights of the parties insofar as a justiciable controversy has arisen and harm has resulted from

the controversy. In this case, a justiciable controversy is whether Jeff had a right to call for the

February 22, 2025 special meeting made the subject of the Notice (attached as Exhibit 8) in light

of the event constituting an Involuntary Transfer (i.e., Defendant’s request for appointment of a

receiver, now more than sixty (60) days old under the Company Agreement) and Plaintiff’s

equitable ownership of Jeff’s minority interest, and consequently, whether the actions Jeff

purported to take at said special meeting—including the purported removal of Thomas R. Durant

as Manager and appointment of Tiffany as Manager—were authorized under the Dealership’s

governing documents. Imminent harm to Plaintiff has occurred and will continue to occur because

of Defendants’ actions.

27. Indeed, there is a real and substantial controversy involving a genuine conflict of

tangible interests; namely, the managerial and voting rights (or lack thereof) of Defendants and

the purported actions which would damage, frustrate, and irreparably harm Plaintiff’s interests

and economic viability. Moreover, in the absence of an injunction, Defendants have indicated that

they will continue to cause harm to the business operations of Plaintiff, including entering the

Dealership property and disrupting business operations. Further, Defendants’ purported removal

and replacement of Thomas R. Durant as Manager, and subsequent purported actions including

the installation of Jeff as President, the March 12, 2025 disruption of the Dealership’s operations,

and threatened actions on March 13, 2025 and thereafter, have and would continue to jeopardize

the ongoing operation of the Dealership, causing Plaintiff ongoing irreparable financial and

reputational harm.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 7 28. Plaintiff seeks an interpretation of a written contract, specifically the Company

Agreement, to confirm that Defendants lost all of their voting and managerial rights over Plaintiff

such that, due to their request for appointment of a receiver over the Dealership in the Fort Bend

Action, Defendants had (and have) no right under the Company Agreement to call for or

participate in any management meeting(s) or to vote or engage in any managerial function

associated with their membership interest(s) in Plaintiff. Plaintiff further seeks a determination that

the purported actions taken by Jeff and Tiffany at the February 22, 2025 Meeting are null and void

and without effect; and consequently, that Defendants have no managerial or official rights or

responsibilities with respect to the Dealership operations and are prohibited from entering

Dealership property.

Application for Temporary Restraining Order and Temporary Injunction

29. Pursuant to Texas Rules of Civil Procedure 680, et seq., and Texas Civil Practice

& Remedies Code § 65.011, Plaintiff seeks a Temporary Restraining Order and Temporary

Injunction enforcing Plaintiff’s contractual rights under the Company Agreement. Specifically,

Plaintiff requests a Temporary Restraining Order and Temporary Injunction with the following

provisions:

a. The purported actions taken at the February 22, 2025 special meeting were unauthorized under the Company Agreement and are, therefore, null and void; b. Defendants are prohibited from attempting to call, or otherwise participate in, any meetings of Plaintiff’s members; and c. Defendants are prohibited from attempting to vote or engage in any managerial function associated with their membership interest(s) in Plaintiff, including without limitation, entering the Dealership, giving instruction, direction, or orders to Dealership employees, or accessing or attempting to access any financial records of the Dealership. 30. Based on the verified facts set forth herein, Plaintiff is entitled to the issuance of a

Temporary Restraining Order and Temporary Injunction to protect and preserve the status quo

ante pending a full trial on the merits. The status quo for the approximately seven (7) months

preceding Defendants’ unauthorized intrusion on Dealership property on March 12, 2025, was

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 8 the peaceable operation of the Dealership without participation or interference by Defendants.

Plaintiff has suffered and will suffer irreparable harm due to Jeff’s blatant disregard of his

contractual prohibition to vote and otherwise participate in the management of the Dealership.

Moreover, the actions Defendants improperly purported to take, without regard for Jeff’s forfeiture

of such rights under the Company Agreement, have caused and will continue to cause imminent

and irreparable harm to the Dealership. Specifically, Defendants’ entry onto Dealership property

has disrupted the business operations of Plaintiff and caused Plaintiff financial and reputational

harm; no judgment from any court can remedy this harm. Pending a determination of the validity

of the purported actions taken at the February 22, 2025 “meeting,” including whether such

purported actions were authorized or effective under the Company Agreement, a temporary

restraining order and temporary injunction to preserve the status quo is necessary.

31. Plaintiff has demonstrated a likelihood of success on the merits of this case and a

balancing of the equities strongly favors an award of injunctive relief as requested herein. Plaintiff

has no other adequate remedy at law.

32. Plaintiff is willing to post a bond to obtain the requested relief.

Request for Permanent Injunction

33. Upon final trial herein, Plaintiff requests that this Court enter a permanent

injunction prohibiting Defendants from:

a. attempting to cause any further meeting of Plaintiff’s members;

b. participating in any meeting of Plaintiff’s members;

c. attempting to vote or engage in any managerial function associated with either

Defendant’s claimed membership interest in Plaintiff; and

d. entering the property of the Dealership, located at 8100 S. Texas 6, Houston, TX 77083.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 9 PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests Defendants be cited to appear and answer

herein as required by law, and that after proper consideration by the Court, be subject to the Orders

and Final Judgment of the Court as follows:

a. Declaratory Judgment interpreting the Company Agreement to find Jeff forfeited

all of his voting and managerial rights in Plaintiff’s organization as a result of his

request for appointment of a receiver;

b. Declaratory Judgment interpreting the Company Agreement to find Defendants’

proposed removal and replacement of Thomas R. Durant as Manager and

President requires the unanimous consent of all members;

c. the injunctive relief as requested herein;

d. payment to Plaintiff for Plaintiff’s reasonable and necessary attorneys’ fees,

costs, and expenses; and

e. all and such further relief to which Plaintiff may be entitled at law or in equity.

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 10 Respectfully submitted,

By: /s/ Derek D. Rollins Derek D. Rollins State Bar No. 24029803 Lucas Peterson State Bar No. 24121468

SHACKELFORD, MCKINLEY & NORTON, LLP 9201 N. Central Expressway 4th Floor Dallas, Texas 75231 T: 214-780-1400 F: 214-780-1401 drollins@shackelford.law lpeterson@shackelford.law

ATTORNEYS FOR PLAINTIFF

CERTIFICATE OF CONFERENCE

Pursuant to Local Rule 3.30(c), I hereby certify that on March 13, 2025, I notified Michelle Bohreer, counsel for Defendant Michael Jeffrey Sebastian and Mitch Little, counsel for Defendant, Tiffany Lynn Sebastian, in the Fort Bend County divorce action described herein, of the relief sought herein.

/s/ Derek D. Rollins Derek D. Rollins

PLAINTIFF’S VERIFIED ORIGINAL PETITION AND EMERGENCY APPLICATION FOR TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 11 THE SECURITIES REPRESENTED HEREBY: (1) HAVE NOT BEEN REGISTERED OR QUALIFIED I]NDER THE U.S. FEDERAL SECURITIES ACT OF 1933, AS AMENDED crHE *M',), OR UNDER STATE SECURTTTES LAWS AND ARE *RESTRICTED SECURITIES' AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT (6RULE W'); (2) HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF; AND (3) MAY NOT BE SOLD OR OTIIERWISE DISPOSED OF WITHOUT A}[ EFFECTIVE FEDERAL REGISTRATION STATEMENT AND STATE QUALIFICATION RELATED THERETO O& IF REQUESTED BY TIIE MANAGERS, AI\ OPINION OF COUNSEL FURNISHED AT BUYER'S EXPENSE IN FORM AIID SUBSTAIICE AND FROM COUNSEL REASONABLY SATISFACTORY TO THE ISSUER OF TIIESE SECURITIES THAT SUCH SALE OR DISPOSITION IS IN COMPLIANCE WITH RULE 144 OR TITAT SUCH REGISTRATION AI\D QUALIFICATION OTHERWISE IS NOT REQUIRED UNDER THE ACT AND UNDER APPLICABLE STATE LAW.

ALL TRANSFERS OF MEMBERSHIP INTERESTS ARE SUBJECT TO AND GOVERNED BY THAT CERTAIN BUY.SELL AGREEMENT FOR MEMBERSIIIP INTERESTS OF EVEN DATE HEREWITIT, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY A}[D ITS MEMBERS.

COMPANYAGREEMENT

OF

CLASSIC CHEVROLET WEST HOUSTON, LLC

THIS COMPANYAGREEMEN! dated as of November l4 .2019, is hereby duly adopted as the Company Agreement (hereinafter referred to as this "Afreement") of Classic Chewolet West Houston, LLC, a Texas limited liability company, by the Managers of Company (as defined below) and by the Mernbers (as defined below) who agree to be bound hereby.

The Certificate of Formation of Classic Chevrolet West Houston, LLC, dated as of October 10,2019, was filed in the Office of the Secretary of State of Texas and became effective on October 10,2019.

ARTICLE I DEFINITIONS

l.l Definitions. The following terms used in the Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a) "Additional Capital Contributions" means Capital Contributions made pursuant to Section 7.3.

O) Adjusted Capital Account Deficit". Any reference to "Adjusted Capital

COMPANY AGREEMENT PAGE I Exhibit 1 Account Deficit" shall mean, with respect to any $ember, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: [i] credit to such Capital Account any amounts which such Mernber is obligated to restore (pursuant to the terms of such Mernber's promissory note payable to the Company or otherwise) or is deerned to be obligated to restore pursuant to the penultimate sentence of Reg. $$ 1.704-2(gXt) and 1.704-2(iX5); and [ii] debit to such Capital Account the amounts specified in Reg. $$ 1.704-l(bx2)(iixdx4), (dX5) and (dX6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Reg. $ 1.704-lO)(2XiiXd) and shall be interpreted consistently therewith.

(c) "Affiliate". Any reference to an "Affiliate" shall mean, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with the Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of the Person, (iii) the Person's spouse, children or more remote descendants (either natural or adoptive), sons-in-law, daughters-in-law, and any trust of which one or more of such individuals (including the Person) are current beneficiaries, and (iv) the equitable or beneficial owners of any Person which is not an individual. For purposes of this definition, the term "controls," "is controlled by''or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(d) "Assigee" means a Person who has acquired all or a portion of a beneficial interest in a Mernbership Interest. An Assignee has only the rights granted under Section 101.109 of the BOC. As Assignee does not have the right to become a Member except as provided in this Agreement or in Section 101.109 of the BOC.

(e) "Bankruplgy" means bankruptcy of a Member, which shall be deemed to have occurred when a Member: (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvencyproceeding; (iv) files an answer or other pleading admitting, or fails to contest the material allegations of a petition filed against the Member seeking rcorganization, arrangetrnent, composition, readjustment, liquidation, winding up or similar relief under any law; or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of Mernber or all or substantially all of Member's properties.

(D 65BQe" shall mean the Texas Limited Liability Company Law, part of the Texas Business Orgaruzations Code, as the same may be amended from time to time.

(g) "Buy-Sell Agreement" shall mean that certain Buy-Sell Agreement for Membership Interests in Company, of even date herewith, as amended from time to time, by and among the Members and Company.

G) "Capital Account" means, with respect to any Manber, the account maintained for such Member pursuant to Section 7.8 and Schedule I of this Agreement.

(h) "Capital Contributions" shall mean, with respect to any Member, the

COMPANY AGREEMENT PAGE 2 amount ofmoney and the initial Gross Asset Value of anyproperty (other than money) contributed to the Company by such Person (or its predecessors in interest) with respect to the interest in the Company held by such Person. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Person related to the maker of the note within the meaning of Reg. Section 1.704- 1 O)(2XiiXc)) shall not be included in the Capital Account of any Person until the Company makes

a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Reg. Sectionl.704-l(bX2)(iv)(dX2).

(i) "Cash Available for Dis '. Any reference to "Cash Available for Distribution" shall mean the gross cash proceeds from Company operations (including sales and dispositions and loan proceeds) less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital improvernents, replacements, and contingencies, all as determined by the Managers. "Cash Available for Distribution" shall not be reduced by depreciation, arnortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of working capital reserves previously established by the Managers.

CI) "Certificate of Formatiod' shall have the meaning glven that term in Section 2.1 hereof and includes theAmended and Restated Certificate of Formation described therein.

(k) "Class A Members" means those Mernbers holding the Class A Mernbership Interest of Company.

0) "Class A Membership Interest" means the percentage of ownership interest of a Class A Member of Company at any particular time, as further described in Subsection 6.1(a) of this Agreement.

(m) "Class.BN[9pqbers''means those Members holding the Class B Membership Interest of Company.

(n) "Class B Membership Int'msans the percentage of voting interest of a Class B Member of Company at any particular time, as further described in Subsection 6.1O) of this Agreernent.

(o) "Code" means the Internal Revenue Code of 1986, as amended.

(p) "Company''means Classic Chewolet West Houston, LLC, a Texas limited liability company.

(q) "Company Minimum Gain" shall mean that amount determined by first computing for each Nonrecourse Liability of the Company, any gain the Company would realize if it disposed of the Company property subject to such liability for no consideration other than fulI satisfaction of the liabili$;and by then agseg&tingthe separatg$ computed gains. For purposes of determining the amorggof-such giarn, the p,{$Spmt"S+9$,g!i[$},in Reg. $ 1.704-2(d) shall be followed.

COMPANY AGREEMENT PAGE 3 G) "Contributed Property'' shall mean each property or asset of any kind or nature, whether real, personal or mixed, contributed to the Company by one or more of the Mernbers, including any property subsequently acquired by the Company which has a basis determined by reference in whole or in part to any such property.

(s) "Dealer Operator" shall mean the individual who is designated in writing by the Company to the Manufacturer (as defined hereafter) as the "dealer operator," "dealer principal" or like description to be primarily responsible for the management and control of the Dealership (as defined hereafter).

(t) "DeDreciation" shall mean, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Yearbears to such beginning adjusted tax basis, provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managers.

(u) "Distributions" shall mean any cash and the fair market value of any property distributed to a Member on account of its Membership Interest.

(v) "Economic Interes!" shall mean a Person's share of the Profits and Losses of, and the right to receive Distributions from, the Company pursuant to this Agreement and the BOC, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to, or otherwise participate in any decision of the Members or Managers, and shall not include any right to require any information or account of the Company's transactions or to inspect the Company's books and records, tax retum information, or any other Company information, documents, or other data associated with the Company.

(w) "Fiscal Year" shall mean (i) the period commencing on the effective date of this Agreement and ending on December 31 of the year of the effective date of this Agreement and (ii) any subsequent twelve (12) month period commencing on January l, and ending on December 31.

(x) "Gross Asset Value" shall mean, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Managers, provided that, if the contributing Member is a Manager, the determination of the fair market value of a contributed asset shall require the consent of a majority of the Munbers;

COMPANY AGREEMENT PAGE 4 (ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managers, as of the following times: [a] the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution, including services; [b] the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest in the Company; and [c] the liquidation of the Company within the meaning of Reg. $ 1.704-1(b)(2)(ii)(g), provided, however, that adjustments pursuant to clauses [a] and [b] above shall be made only if the Managers reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members;

(iii) The Gross Asset Value of any Company asset distributed to any Mernber shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the distributee and the Managers, provided that, if the distributee is a Manager, the determination of the fair market value of the distributed asset shall require the consent of a majority of the Mernbers; and

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Reg. $ 1.704- t(b)(2)(iv)(m) and subparagraph (vi) of the definition of Profits and Losses or Article VIII, provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the Managers determine that an adjustment pursuant to subparagraph (ii) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

(y) "Initial Capital Contribution" means the initial Capital Contribution to Company made by a Member pursuant to this Agreernent.

(z) "Involuntar.y Transfer" shall mean (i) any foreclosure or similar event associated with a Membership Interest or any beneficial right therein; (ii) committing an act of bankruptcy or making a general assignment for the benefit of creditors; or (iii) if there is filed by or against a Member a petition in bankruptcy or a petition for the appointment of a receiver, or the corrmencement under any bankruptcy or insolvency laws of any proceeding for relief, composition, extension, arrangement or adjustment of any obligations of such Mernber; or (iv) the issuance of any writ, attachment or similar process against the property of a Menrber; or (v) the taking of possession of or assumption of control of all or any substantial part of the property of a Mernber by any government or agency thereof.

COMPA}IY AGREEMENT PAGE 5 Provided, however, notwithstanding the foregoing, there shall be no Involuntary Transfer pursuant to (iii), (iv), or (v) above if, within sixty (60) days after: [a] any matter described in (iii), such filing, petition, or cofiImencernent is withdrawn, released, vacated or stayed; or [b] any matter described in (iv) above, such writ, attachment, or similar process is vacated, released, or bonded; or [c] any matter described in (v) above, such taking of possession of or assumption of control shall have been rescinded or otherwise relinquished or abandoned.

The date of such Involuntary Transfer shall be: [a] with respect to any matter described in (ii) upon the committing of such acts of bankruptcy or making of such general assignment; or [b] with respect to any matter described in (iii), (iv), or (v) above, upon the expiration of such sixty (60) day period without any of the applicable curative events described above.

(aa) "b6" Illeans, for each Fiscal Year, the losses and deductions of Company determined in accordance with accounting principles consistently applied from year to year under the method of accounting adopted by Company and as reported, separately or in the aggregate, as appropriate, on Company's information tax return filed for federal income tax purposes, plus any expenditures described in SectionT05(a)(2)(B) of the Code.

(bb) "Mqi.q!Iy" means (i) with respect to any referenced goup of Members, a combination of such Members constituting more than fifty percent (50%) of the number of Mernbers of such referenced goup who are then Mernbers, and (ii) with respect to any referenced goup of Managers, a combination of any such Managers constifuting more than fifty percent (50%) of the number of Managers of such referenced goup who are then elected and qualified. Any action to be taken by the Managers hereunder, unless otherwise specified under the BOC or this Agreement, shall be taken upon the affrrmative vote of a Majority of the Managers.

(cc) "Maiority-In-Interesf' means, with respect to any referenced group of Members, a combination of any of such Mernbers who, in the aggregate, own more than fifty percent (50%) of the Membership Interests owned by all of such referenced group of Members. Any action to be taken by the Menrbers hereunder, unless otherwise specified under the BOC or this Agreernent, shall be taken upon the affrrmative vote of a Majority-In-Interest of the Members

(dd) "MAEAeers" means Thomas R. Durant, Michael Jeffrey Sebastian, or any other Person(s) who is (are) designated to succeed him in that capacity or who are designated to act as additional Managers of Company as provided herein, but does not include any Person who has ceased to be a Manager of Company. "Ma44gers" means all such Persons, whether one or more, collectively in their capacity as Managers of Company.

(ee) "@ber" means each Person designated as a Class A Member or Class B Member on Schedule 1, attached hereto and hereby made a part hereof, any successor or successors to all or any partof any such Person's interest in Company, or any additional Mernber admitted as a Class A Member or Class B Mernber of Company in accordance with Article VIII, each in its capacity as a Member of Company, but does not include any Person who has ceased to be a Member of Company. "Members" means all such Persons collectively in their capacity as Mernbers of Company.

COMPANY AGREEMENT PAGE 6 (f0 "@' shall mean an amount, with respect to each Mernber Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Mernber Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Reg. $ 1.704-2(i).

(gg) "Member Nonrecourse D$f' shall have the meaning set forth in Reg. $ 1.704-2b)(4), being generally any nonrecourse debt of the Company for which any Member (or related person within the meaning of Reg. S 1.752-4(b)) bears the economic risk of loss.

(hh) "MernberNonrecourse Deductions" shall have the meaning set forth in Reg. S$ 1.704-2(i)(l) and CX2).

(ii) "Membership Interest" or "l@t" means the (i) percentage of ownership interest of a ClassAMember of Company atany particular time or (ii) percentage of voting rights of each Member, as indicated on Schedule I attached hereto. The total of all Membership Interest in Company shall at all times equal one hundred percent (100%).

0j) "Nonrecourse Deductiod'shall have the meaning set forth in Reg. $ 1.704- 2(bxl).

(kk) "Nonrecourse LiabiliV'shall have the meaning set forth in Reg. $ 1.704- 2(bx3).

(11) ((@" shall have the meaning given that term in the BOC. (mm) "Profits and Losses". Profits" shall mean the net income of the Company as determined for federal income tax purposes, and any reference to "Losses" shall mean the net losses of the Company as determined for federal income tax purposes, for each Fiscal Year, (including all iterns of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code) adjusted as follows: (i) AnV income of the Company that is exempt from federal income tax and not other"wise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such net income or loss; (ii) Any expenditures of the Company described in Section 705(a)(2XB) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Reg. Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits and Losses" shall be subtracted from such net income or loss; (iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of "Gross Asset Value," the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing suchnet income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of "Dqlreciation"; (vi) To the extent an

PAGE 7 COMPANY AGREEMENT adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743b) of the Code is required pursuant to Reg. Section 1.704-1(b)(2)(iv)(m)(a) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Member's Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (ifthe adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) there shall be excluded from such net income or losses those items subject to special allocation under the Regulatory Special Allocations and the Special Curative Allocations. The amount of Company income, gain, loss or deduction available to be specially allocated pursuant to the Regulatory Special Allocations and Special Curative Allocations, shall be determined by applyng rules analogous to those set forth in subparagraphs (i) through (vi) above.

(m) "Reg." or "Treasury Regulations" shall mean the designated Treasury Regulation promulgated under the Code, as such Treasury Regulation may be amended from time to time.

(oo) "Transfer" means any change in the record ownership of Mernbership Interest, whether made voluntarily or involuntarily by operation of law, including, but not limited to, the following:

(i) a sale or gift to any Person;

(ii) a transfer to the personal representative of the estate of a Mernber upon such Mernber's death, and any subsequent transfer from such personal representative to the heirs or devisees of the deceased Member under his will or by the laws of descent and distribution;

(iii) a transfer to judicially appointed personal representative as a result a of the adjudication by a court of competent jurisdiction that the transferor Member is mentally incompetent to manage his person or property;

(iv) a transfer to the transferor Mernber's spouse or former spouse, or heirs of such spouse or former spouse, in connection with a division of their community or other property upon the death of the transferor Member, divorce or the death of such spouse;

(v) a general assignment for the benefit of creditors, or any assignment to a creditor resulting from the creditor's foreclosure upon or execution against such Interest;

(vi) the filing by the transferor Mernber of a voluntary Bankruptcy petition;

(viD the entry of a judicial order granting the relief requested by the petitioner in an involuntary Bankruptcyproceeding filed against the transferor Mernber.

COMPAI{-Y AGREEMENT PAGE 8 ARTICLE II FORMATION OF COMPANY

2.1 Name and Formation. The name of Company is Classic Chewolet West Houston, LLC. Company was formed pursuant to the Certificate of Formation of Company filed in the office of the Secretary of State of Texas on October 10, 2019 (the "Certificate of Formation"), in accordance with the BOC.

2.2 Principal Place of Business. The principal place of business of Company shall be 8100 South Hwy 6, Houston, TX 77083. Company may locate its place(s) of business and registered office at any other place or places as a Majority of the Managers may from time to time deem necessary or advisable.

2.3 Reeistered Office and Resistered Aeent. Company's registered office shall be I 01 1

W. State Highway 114, Grapevine, Texas 76051, or such other office selected by a vote of a Majority-In-Interest of the Members from time to time. The registered agent of Company is Thomas R. Durant or another Person or Persons selected by a vote of a Majority-In-Interest of the Members from time to time.

2.4 Term. The term of existence of Company shall be perpetual, unless Company is earlier wound up in accordance with the provisions of either this Agreanent or the BOC.

2.5 Pumoses and Powers. The purposes and character of the business of Company shall be the ownership and operation of a Chrysler, Dodge, Jeep, RAM and Fiat automobile sales and service dealership business (the "DSglership") located in Sugar Land, Texas, pursuant to a written sales and service dealership agreement with FCA USA LLC (the "Manufacturer"). Company shall have any and all powers which are necessary, proper, alvisable, convenient, or desirable to carry out the purposes and business of Company, to the extent the same may be legally exercised by limited liability companies under the BOC.

2.6 Foreign Oualification. The Managers shall cause Company to comply, to the extent legally possible, with all requirements necessary to qualiff Company as a foreign limited liability company in each jurisdiction in which Company conducts business. At the request of the Managers, each Mernber shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreanent that are necessary or appropriate to qualify, continue, and terminate Company as a foreign limited liability company in all such jurisdictions in which Company may conduct business.

2.7 Merqers. Conversions and Exchanses. Company may be a party to (a) a merger, (b) a conversion, or (c) an exchange or acquisition of the tlpe described in the BOC, subject to obtaining the unanimous vote of the Mernbers.

2.8 No State Law Partnership. The Members intend that Company will be treated as a partnership for tax purposes and that each Member will be treated as a partner of a partnership for tax purposes, and that Company will not be a partnership (including, without limitation, a limited

COMPANI"Y AGREEMENT PAGE 9 partnership) or joint venture, and that no Manager or Member be a partner or a joint venture of any other Manager or Member, for any purposes other than tax purposes, and this Agreement may not be construed to suggest otherwise.

ARTICLE III POWERS, RIGHTS AND DUTIES OF MANAGERS AND OFFICERS

3.1 Manasement Powers of Manasers. The Managers shall have the sole and exclusive right to manage the Company business and shall, on behalf and in the name of the Company, carry out the purposes of the Company and perform all acts, contracts and other undertakings which are necessary or advisable or incidental to the purposes of the Company. Except as provided in this Agreement, all decisions made or actions taken by the Managers shall be binding upon the Company and all of the Members, and the ratification or consent of the Members to such decisions or actions shall not be required. Subject to the stated purposes of the Company and the limitations set forth in this Agreement, the Managers' authority and power shall include, but not be limited to, the following, which authorities and powers shall be broadly construed and may be exercised by a Manager when and under such terms and conditions as the Managers, in their discretion, may determine to be in the best interest of the Company:

(a) In General. Engage in any kind of activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified.

(b) Property Acquisitions. Acquire by purchase, lease, exchange, or otherwise any real and/or personal property.

(c) Property Manaeement. Operate, maintain, finance, improve, construct, own, grant options with respect to, sale, convey, assign, mortgage, and/or lease any real property and/or any personal property owned, directly or indirectly, by the Company.

(d) Interest in Properties. Make all elections or decisions, and bind the Company thereby, that may be necessary or permissible in connection with any purchase, joint venture agreement or other type of contract under which an interest in properties is to be acquired, operated, sold or assigned by the Company.

(e) Property Leasins. Negotiate and execute any lease agreements with respect to Company property.

(D Property Sales. Sell, exchange or otherwise transfer all or any part of the assets of the Company.

(9 Financing. Borrow money and mortgage or encumber property of the Company in order to further the purposes of the Company.

COMPANY AGREEMENT PAGE 10 (h) Deeds. Morteaees. Deeds of Trust and Other Instruments. Execute any deed, lease, mortgage, deed of trust, mortgage note, security agreanents, pledge, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Company property.

(i) Depository Accounts. Open any one or more accounts on behalf of the Company, and to make deposits therein and to execute and deliver all appropriate checks, drafts, or other orders for payment of funds on behalf of the Company.

(i) Liquid Investments. Invest and reinvest the property of the company in savings accounts, certificates of deposit, stocks, bonds, notes, options, margin accounts, calls, puts, money market or cash accounts maintained or administered by banks, savings and loans, brokerage firms, or any state or national institution having similar characteristics.

(k) Business Investments. Acquire, invest in, loan to, hold, retain, and operate anybusiness interest, whetheritbe a soleproprietorship, jointventure, partnership, limited liability company, corporation, or other type of business organization.

0) Contracts. Execute and perform any and all agreements, confracts, documents, certifications, and any other instruments necessary, appropriate or convenient in connection with or incidental to the managanent, maintenance and operation of Company property, or in connection with managing the affairs of the Company or the accomplishment of the purposes of the Company.

(m) Miscellaneous Insurance. Purchase and pay for property, casualty, andlor liability insurance, including extended coverage liability and casualty and worker's compensation, as would be customary for any Person owning comparable property and engaged in a business similar to that of the Company and/or covering such risks as deerned appropriate by the Manager.

(n) Life Insurance. Purchase or acquire life insurance policies on the life of any person in whom the Company has an insurable interest, pay prerniums therefor, borrow against the policies and exercise any and all other rights of ownership regarding the policies and the proceeds therefrom; provided that any insured person, shall be prohibited from exercising any incidents of ownership, within the meaning of Section2042 of the Code, over any life insurance policy on the life of the person, whether as a Mernber, an officer, director, manager, member or other representative of a Member or the Company, or in any other capacity, as such incidents of ownership shall be exercised solely by the non-insured Manager or Managers and the non-insured representatives thereof anything to the contrary in this Agreement notwithstanding.

(o) Loans and Guarantees. Execute loan guarantees for transactions entered into for or by the Company and make loans to any Member of the Company on such terms, conditions, and collateral as the Managers, in their reasonable discretion, shall deem appropriate.

(p) Judicial and Administrative Actions. Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of or against the Company or its Mernbers in connection with Company activities and

COMPANY AGREEMENT PAGE 11 transactions, and engage counsel or others in connection therewith and execute powers of attorney, consents, waivers and other documents that may be necessary before any court, administrative board or agency of any govemmental authority, affecting the properties owned by the Company.

(q) Tax Retums. Prepare or have prepared and file all tax returns for the Company (but not the tax retums or information retums of the individual Mernbers) and make all tax elections under the Code or relevant state or local law as the Managers shall, in their discretion, deem to be in the best interest of the Members.

G) Employees and Contractors. Contract on behalf of the Company for the ernployment and services of employees and/or independent contractors and delegate to such Persons such responsibilities and duties as the Managers, in their discretion, may determine, and select for and contract on behalf of the Company for all professional services, including, but not limited to, accountants, lawyers, investment advisors, or other professional advisors.

G) Certificate of Authority. The Managers may provide any Person dealing with the Company, and such Person may rely upon, a certificate signed by a Manager as to: (l) the identity of the Members; (2) any conditions precedent to acts by the Company; (3) the Persons who are authorized to execute any documents and bind the Company; and (a) any other matter involving the Company.

3.2 Limitations on Manasers' Authority. Notwithstanding anything contained in this Agreernent to the contrary, the Managers shall not have the authority to do or cause the Company to do any of the following acts without the affirmative unanimous Vote of all of the Mernbers:

(a) Contravention. Do any act in contravention of this Agreement;

(b) Impossibility: Do any act which would make it impossible to carry on the ordinary business of the Company;

(c) Illeeality. Do any act in violation of the BOC, including but not limited to the making of a Distribution that would irnpair the ability of the Company to pay its debts as they mature or that would violate the limitations set forth in Section 101.206 of the BOC;

(d) Company Property. Possess Company property or assign the rights of the Company in specific property for any purpose other than for and on behalf of the Company;

(e) Sale. Exchanee or Disposition of Company Property. Sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company's property and assets (with or without good will);

(0 Mergers or Acquisitions. Be a party to [i] a merger, [ii] an interest exchange, or [iii] a conversion; or

(g) Amendment of Certificate of Formation. Amend or restate the Certificate of Formation.

COMPA}TY AGREEMENT PAGE 12 'v

3.3 Third Party Reliance. Any Person, other than a Member, dealing with the Company may rely on the authority of any Manager in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

3.4 Nominees to Hold Companv Property. Any Person, including without limitation any Member, may be specifically authorized by the Managers to acquire, on behalf of the Company, any real or personal property, .urange any financing, execute contracts and complete all other arrangements needed to effectuate the purposes of the Company, without the need to disclose the existence of the Company. Such Person shall place a written declaration in the Company's books and records acknowledging the Person's capacity as an agent and nominee for and onbehalf of the Company, and the name of the Company as the true owner thereof. The acquisition of Company property or the creation of indebtedness of the Company in the name of such Person acting as a nominee shall not give such Person an interest in Company property or cause it to be liable for a Company debt in excess of its proportionate part based on its Mernbership Interest, if arry.

3.5 Delegation of Authority. The Managers may, from time to time, delegate to one or more Managers such authority and duties as the Managers may deem advisable. Any such delegation may be revoked at any time by the Managers. A Manager's signed statement delegating its authority to any other Person shall automatically vest fuIl power and authority in that Person to execute and deliver any and all documents and instruments, and to perform any other act, as may be necessary and desirable in furtherance of the powers so authorized. A11 actions completed by such designated Person, and any documents executed thereby, shall be binding on the Company. Any such signed statement by a Manager, when delivered to any third party, shall be all the evidence such third party shall need concerning the capacity of a Person specifically so authorized to execute and deliver such documents and instruments and to perform such acts, and any such third party shall be entitled to rely upon such statement and shall not be required to inquire further as to any of the matters contained in such statement.

3.6 Protection of Manaeers for Acts of Agents. No Manager shall be held liable or otherwise responsible for any neglect, omission, or wrongdoing of any agent ernployed by the Managers on behalf of the Company provided such Manager uses reasonable care in the ernployment of the agent.

3.7 Liability. A Manager shall be personally liable to the Company for theft, fraud, bad faith, intentional misconduct, gross negligence or willful failure to perform a Manager's duties in accordance with this Agreement.

3.8 Loans from Members. The Managers may, from time to time, borrow money on behalf of the Company from one or more Members at arate of interest (not to exceed the maximum rate then permitted by applicable law) and with terms agreeable to the loan-making Members and the Managers. Notwithstanding anything in this Agreement to the contrary, all amounts thcu due and payable under any loan(s) from a Member shall be satisfied by the Company prior fo the making of any Distributions to the Members. Payments on any such loans made by the Company

COMPANTY AGREEMENT PAGE 13 shall be first applied to any interest due on any loan with the balance of any payments to be credited against the outstanding principal balance of the loan.

3.9 Reimbursement of Managers. The Managers shall be entitled to reimbursernent for any reasonable expenses incurred in connection with the Company's business. These amounts shall be considered a Company expense and not a Distribution to the Member.

3.10 Compensation of Manasers. Each Manager shall receive compensation for their services as Managers in such amount as is fair and reasonable, as determined by a Majority-In-Interest of the Class A Members, taking into consideration the actual time devoted to the Company and administration of the Company, the relative financial benefit accruing to the Company as the result of the Manager's management, and any other relevant facts and circumstances.

3.ll Accounting Responsibilities of Managers. The Managers shall maintain proper books and records reflecting the assets, liabilities, investments, income, disbursements, principal, and transactions of the Company. These books and records shall be available for inspection during regular business hours by each Mernber or its representative. The Managers shall be free of any court accounting or supervision of the Company.

3.12 Tax Matters Partner. The Class A Members hereby appoint Thomas R. Durant as the "Tax Matters Partner" for purposes of Section 6231(a)(7) of the Code, with the authorization and requirernent to represent the Company in connection with all tax matters pertaining to the Company.

3.13 Devotion of Time. The Managers shall devote to the Company such time as may be necessary for the proper performance of their duties as set forth herein. No provision of this Agreement shall require the officers, directors, managers, or Affiliates of a Manager to devote their full time or activities to the conduct of the affairs of the Company.

3.14 Multiple Manaeers. In the event that there is more than one Manager of the Company, the rights and powers of the Managers hereunder shall be exercised by the Managers only in accordance with the affirmative Vote of the Managers.

3.15 Election of Manaeers. At each election for Managers evely Class A Member shall have the right to Vote in person or by proxy, the percentage of Mernbership Interest owned by such Mernber, as a Class A Mernber, for as many persons as there are Managers to be elected and for whose election such Member has a right to Vote. In other words, the Managers shall be elected by a Majority-In-Interest of the Class A Mernbers.

3.16 Term of Office. Each Manager shall hold office until (i) the Manager dies, or in the case of a Manager who is not an individual, the Manager dissolves, liquidates or otherwise ceases to exist under state law, (ii) the Manager resigns, (iii) the Manager is removed, or (iv) the Company is dissolved and terminated, excqlt as allowed to wind up the affairs of the Company under Section 10.1 of this Agreernent, Section 11.052 of the BOC, or other applicable law.

COMPANTY AGREEMENT PAGE 14 3.17 Vacancies in Managers. Any vacancy occurring in the Managers shall be filled by a Majority-In-Interestof the Class A Members at an annual meeting or special meeting duly called and held for such purpose.

3.18 Chairman of the Manasers. At each annual meeting of the Managers, the Class A Members or the Managers may elect a Chairman of the Managers who shall hold office until the next succeeding annual meeting of the Managers and until the Chairman's successor is elected and qualified. The Chairman ofthe Managers shall preside at all meetings of the Managers and, in the absence of the President, at all meetings of the Mernbers. If no Chairman of the Managers is so elected, the President shall so act.

3.19 Resisration of Manaeers. Any Manager may resign by giving Notice to the President or the Secretary, or in lieu thereof to the remaining Managers, or if none exist to the Members. Such resignation shall take effect at the time specified therein, or immediately, if no time is specified therein. Unless other"wise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.20 Removal of Manaqers. A Manager may be removed at any time, with or without cause, by a Majority-In-Interest of the Class A Members, and thereby the term of office of such Manager shall automatically terminate. Such removal shall be effective upon the effective date of the action to remove the Manager even if a successor is not elected simultaneously.

3.21 Number and Oualifications of Managers. Managers need not be residents of the State of Texas or Mernbers of the Company. The number of Managers shall be two (2) until otherwise fixed by a Majority-In-lnterest of the Class A Members at an annual meeting or a special meeting duly called and held for such purpose. No decrease in the number of Managers shall have the effect of reducing the term of any incumbent Manager unless such Manager is removed as provided in Section 3.20.

3.22 Officers. (a) Election of OfEcers. The Managers may elect as officers of Company a President, a Secretary, a Vice President(s) and Treasurer. The Managers may elect or appoint such other officers and agents as they shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managers. Officers need not be a Mernber or Manager of Company or a resident of Texas. Any two or more offices may be held by the same Person. Each officer of Company shall hold office until his successor is chosen and is qualified in his stead or until his death, resignation or rernoval from office. Any vacancy in any office because of death, resignation, rernoval or otherwise may be filled by such person as is elected or appointed by the Majority vote of the Managers. The offrcers of Company shall not receive any compensation for their service as an officer unless such amount is approved by Majority-In-lnterest the Class A Members

O) Authority and Duties. The officers of Company shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Managers or this Agreement (and in all cases where the duties of any offtcer are

COMPANTY AGREEMENT PAGE 15 not prescribed by this Agreernent or the Managers, such officer shall follow the orders and instructions of the President):

(i) President. The President of Company shall preside over the general and active management of the business of Company, and shall direct, manage and control the business of Company to the best of the President's ability. The President shall serve until resignation, the winding up of Company, or removal by the Managers and shall have full and complete authority, power and discretion to make any and all decisions and do any and all things that the President deerns to be reasonably required in furtherance of Company's business and objectives. Without limiting the generality of the foregoing, the President or such subordinate officer designated by the President, or any officer duly authorized by the Managers shall have the power and authority on behalf of Company:

(A) to purchase liability and other insurance to protect Company's property and business;

(B) to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;

(C) to employ accountants, legal counsel, managing agents or other experts, employees or agents to perform services for Company and to compensate thern from Company funds;

(D) to negotiate with employees and any labor organization representing employees of Company; and

(E) to carry out all orders and resolutions of the Managers. (ii) Vice President. The Vice President of Company shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. The Vice President shall perform such other duties and have such other authority and powers as Managers may from time to time prescribe or as the President may from time to time delegate. No other officer of Company shall rank higher than Vice President except President. No other officer or Manager shall perform the duties of the President in the absence or disability of the President except the Vice President unless the Vice President is absent or disabled.

(iii) Secretary. The Secretary shall attend all meetings of the Managers and Mernbers and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committee, if requested. The Secretary shall give, or cause to be given, notice of the meetings of the Managers and Mernbers where such notices are required by this Agreement or the BOC to be given. The Secretary shall be underthe supervision ofthe President and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe or as the President may from time to time delegate. The Secretary, if any, shall, together with the

COMPANY AGREEMENT PAGE 16 v President, if any, perform the duties of a Treasurer in the event a Treasurer is not elected or appointed.

(iv) Treasurer. The Treasurer shall have the custody of Company funds and shall keep full and accurate accounts of receipts and disbursernents of Company, and shall deposit all monies and other valuable effects in the name and to the credit of Company in such depositories as may be designated by the Managers. The Treasurer shall disburse the funds of Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and Managers, at the regular meetings of the Managers, or whenever they may require it, an account of all transactions as Treasurer and ofthe financial condition of Company. If required by the Managers, the Treasurer shall give Comptrty abond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Managers for the faithful performance of the duties of office and for the restoration to Company, in case of death, resignation, retirernent or rernoval from office, of all books, papers, vouchers, money or other property of whatever kind in the Treasurer's possession or under his or her control belonging to Company. The Treasurer shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe or as the President may from time to time delegate.

(c) Execution of Contracts. Subject to the limitations contained in this Agreerrent, the Manager(s), President or such subordinate offrcer or officers designated by the President or any ofEcer designated by the Managers shall have the authority to execute on behalf of Company all agreements, instruments, and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages, deeds of trusts, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of Company property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary to effecfuate any actions which have been approved by the Members or the Managers (if such actions require under the BOC or this Agreement the approval of the Mernbers or the Managers) or by the President (if such actions do not require under the BOC or this Agreement the approval of the Members or the Managers).

(d) General. (i) Removal. Any officer may be removed at any time by the Managers whenever in the Managers' judgment, the best interests of Company will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not in itself create contract rights.

(iD Resipnation. Any ofEcer may resign at arry time, subject to the right. or obligations under any existing contracts between the officer and Company, by giving written notice to the President or any Manager. An officer's resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, the acceptance of such resignation shall not be n€cessary to make it effective.

(iiD Vacancies. A vacancy in any office, however occurring, may be filled by the Managers.

COMPA}IY AGREEMENT PAGE 17 (iv)Indemnification. Company shall indemnifuthe Managers, officers, and Members to the extent set forth inArticle V hereof.

3.23 Place and Manner of Meetines. All meetings, regular or special, of the Managers of Company may be held either within or without the State of Texas. The Managers may participate in such meetings by means of conference telephone or similar communications equipment by which all Persons participating in the meeting can hear each other, and participation in a meeting as provided herein shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or conveneil. The Managers shall keep regular minutes of their proceedings. The minutes shall be placed in the minute book of Company.

3.24 Annual Meetines of Manaeers. The annual meeting of Managers shall be held, without further notice, immediately following the annual meeting of Members, and at the same place, or at such other time and place as shall be fixed with the consent in writing of all Managers.

3.25 Regular Meetings of Manaeers. Regular meetings of the Managers may be held without notice at such time and place either within or without the State of Texas as shall from time to time be determined by the resolution of a Majority of the Managers.

3.26 Special Meetines of Manaeers. Special meetings of the Managers may be called by any Manager on three (3) days' notice to each Manager, either personally or by mail, by ernail or telephone.

3.27 Ouorum. At all meetings of the Managers, the presence of a Majority of the Managers shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by law or by the Certificate of Formation. The act of a Majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers, except as otherwise provided by law, the Certificate of Formation or this Agreement. If a quorum shall not be present at any meeting of the Managers, the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quonrm shall be present.

3.28 Attendance and Waiver of Notice. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

3.29 Action Without Meetins. Any action required by statute to be taken at a meeting of the Managers, or any action which may be taken at a meeting of the Managers, may be taken without a meeting, without notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the Managers necessary to have at least the minimum number of votes

COMPANTY AGREEMENT PAGE 18 that would be necessary to take the action at a meeting at which each Manager entitled to vote on the action is present and votes. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV POWERS, RIGHTS AND LIABILITIES OF MEMBERS

4.1 No Manaeement Powers of Members. Except for any rights granted to the Class A Mernbers in this Agreonent, no Member (other than in its capacity as a Manager or an officer or other designated representative of a Manager, if applicable) shall have any power or authority whatsoever to participate in or vote on matters pertaining to the management of the Company, to act for or on behalf of the Company, to transact any business for the Company or sign for or otherwise bind the Company to any agreement or document, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company.

4.2 Limitations on Members' Liability. No Mernber shall be personally liable to the Company, to any of the Mernbers, to the creditors of the Company, or to any third party for the debts, obligations, liabilities and/or losses of the Company, including under a judgment, decree or order of a court, solely as a result of being a Mernber. Notwithstanding the foregoing, a Member shall be liable to the Company for any damages the Company sustains as a result of the Member's theft from the Company, fraud perpetuated against the Company, bad faith perpetuated against the Company, intentional misconduct damaging the Company and gross negligence damaging the Company.

4.3 Permissible Competition and Other Activities. The Members, Managers and officers, and their respective managers, directors, officers, ernployees, agents and Affiliates may have other business interests and may engage in other activities in addition to those relating to the Company. The pursuit of such ventures, even if competitive with the business of the Company, shall not be deemed wrongful or improper, it being expressly understood that no such person shall be restricted in any way with regard to other activities, business or otherwise. No such person shall be obligated to offer any interest in such activities to the Company, and no such person shall be required to permit the Company or any Member, Manager, or officer of the Company to participate in any such activities. Any such persons shall be permiued by the terms of this Agreonent to transact any lawful business between themselves, and shall in no waybe affected by reason of the relationship between the Company and such persons whatsoever.

4.4 Place and Manner of Meetinss. All meetings of the Mernbers shall be held at the principal office of Company or at such other place within or without the State of Texas as may be determined by the Managers and set forth in the respective notice or waivers of notice of such meeting. Mernbers may participate in such meetings by means of conference telephone and similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting as provided herein shall constitute waiver of notice of the same and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

COMPA].ry AGREEMENT PAGE 19 4.5 Annual Meetines of Members. The annual meeting of the Mernbers of Company for the transaction of such other business as may properly come before the meeting shall be held at such time and date as shall be designated by the Managers from time to time and stated in the notice of the meeting. Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Mernbers, except that the purposes of such meeting need be enumerated in the notice of such meeting only to the extent required by law in the case of annual meetings.

4.6 Special Meetines of Members. Special meetings of the Members maybe called by the Managers or by the holders of not less than ten percent (10%\ of all the Membership Interests. Business transacted at all special meetings shall be confined to the purpose stated in the notice.

4.7 Notice of Meetines of Members. Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the discretion of the Managers or the Person calling the meeting, to each Mernber of record entitled to vote at such meeting.

4.8 Ouorum. A Majority-In-Interest of each Class of Mernbers entitled to vote and present at a meeting, in person or by proxy, shall constifute a quonrm at all meetings of the Members, unless a greater percentage is otherwise provided by law or the Certificate of Formation. Once a quonrm is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Mernber to vote shall not affect the presence of a quorum at the meeting. If however, such quonrm shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Membership Interests shall be present or represented. At any meeting of the Members at which a quorum is present, the vote of the holders of a Majority- In-Interest of each Class of Mernbers entitled to vote and present, in person or by proxy shall be the act of the Members, unless otherwise provided by the Certificate of Formation or this Agreement or required by law. Any vote of the Members entitled to vote may be taken viva voce orby show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

4.9 Reeistered Members. Company shall be entitled to treat the holder of record of any Membership Interest as the holder of such Membership Interest for all puq)oses, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Mernbership Interest on the part of any other Person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Texas.

4.10 Proxies. A Member entitled to vote may vote either in person or by proxy executed in writing by the Mernber. A telegram, telex, cablegram, electronic mail or similar transmission by the Manber, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the Member shall be treated as having been executed in writing for purposes of this Section.

COMPA}.IY AGREEMENT PAGE 20 4.ll Conduct of Meetinqs. All meetings of the Mernbers shall be presided over by the chairman of the meeting, who shall be a Manager (or representative thereof) designated by a Majority of the Managers. The chairman of anymeeting of Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seemed to him in order.

4.t2 Fixine Record Dates for Matters Other than Consents to Actions. The Managers may fix in advance a record date for the purpose of determining Members entitled to notice of or to vote at ameeting of the Members (otherthan determining Mernbers entitled to consent to action by Mernbers proposed to be taken without a meeting of Members), the record date to be not less than ten (10) nor more than sixty (60) days prior to said meeting. In the absence of any action by the Members, the date upon which the notice of the meeting is mailed shall be the record date.

4.13 Fixed Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined pursuant to Section 4.12 hereof whenever action by Mernbers is proposed to be taken by consent in writing without a meeting of Members, if provided for by this Agreernent, the Managers may fix a record date for purposes of determining Members entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date as adopted by the Managers. If no record date has been fixed by the Managers and the prior action by the Managers is not required by the BOC, the record date for determining Mernbers entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Company by delivery to its registered office, its principal place of business, or a Manager of Company having custody of the books in which proceedings of meetings of Members are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to Company's principal place of business shall be addressed to any Manager of Company. If no record date has been fixed by the Managers and prior action of the Managers is required by statute, the record date for determining Mernbers entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Managers adopt a resolution taking such prior action.

4.14 Actions Without a Meetine. Any action required by the BOC to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Menrbers, maybe taken without a meeting, without prior notice, and without a vote if a written consent or consents in writing, setting forth the action so taken, shall have been signed by the Mernbers of each Class of Interest entitled to vote with respect to the action that is the subject maffer of the consent, and such consent shall have the same force and effect as a unanimous vote of the Members. Every written consent pursuant to this Section shall be signed, dated, and delivered in the manner required by, and shall become effective at the time and remain effective for the period specified by, the BOC. A telegram, telex, cablegram, or similar transmission by a Member, or a photographic, photostatic, facsimile, email transmission, or similar reproduction of a writing signed by a Menrber shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Manbers without a meeting by less than unanimous written consent shall be given to those Mernbers who do not consent in writing to the action.

COMPANY AGREEMENT PAGE 21 4.15 Nature of Membership Interest. A Membership Interest is personal property. A Member shall have no interest in specific property of Company.

4.16 Rieht to Remove Dealer Operator. Notwithstanding any term or provision of this Agreement to the contrary, a Majority-In-Interest of the Class A Members shall have the right to immediately remove and replace the Dealer Operator of the Dealership upon written notice to the Dealer Operator, the Company, the Managers, the other Class A Members and the Class B Mernbers. In this regard, only written notice from the Majority-In-Interest of the Class A Members to the Dealer Operator, the Company, the Managers, the other Class A Members and the Class B Members is required and no prior action of the Members and/or Managers is necessary.

ARTICLE V INDEMNIFICATION

5.1 Policv of Indernnification and Advancernent of Exoenses.

(a) To the full extent permitted by Article 8.051 of the BOC, as amended from time to time, and by this Section 5.1, Company shall indemnify any Manager, officer, andlor Member of Company against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attomeys'fees) actually incurred by any such person who was, is or is threatened to be made a named defendant or respondent in a Proceeding because the person is or was a Manager, officer, and/or Member of Company, and shall advance to such person such reasonable expenses as are incurred by such person in connection therewith.

O) Notwithstanding the provisions of Section 5.1(a) above, Company shall indemnifr a Manager, officer, and/or Member only if it is determined in accordance with Section 5.1(d) below that the Person:

(i) conducted himself, herself or itself in good faith;

(ii) reasonably believed (A) in the case of conduct in the Person's official capacity as a Manager, officer, and/or Mernber of Company, that the Person's conduct was in Company's best interest; and (B) in all other cases, that the Person's conduct was at least not opposed to Company's best interests; and

(iii) in the case of any criminal proceeding, had no reasonable cause to believe his, her or its conduct was unlawful.

AManager, officer and/or Member shall not be indernnified under this Section 5.1 in respect of a Proceeding (l) in which the Person is found liable on the basis that personal benefit was improperly received by such Person, whether or not the benefit resulted from an action taken in the Person's official capacity; or (2) in which the Person is found liable to Company. A Person strall be deemed to have been found liable in respect of any claim, issue or matter only after the Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

COMPANY AGREEMENT PAGE22 (c) A Person may be indemnified by Company against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Person in connection with the proceeding; but if the Person is found liable to Company or is found liable on the basis that personal benefit was improperly received by the Person, the indemnification (i) is limited to reasonable expenses actually incurred by the Person in connection with the proceeding, and (ii) shall not be made in respect of any proceeding in which the Person shall have been found liable for willful or intentional misconduct in the performance of his duty to Company.

(d) A determination of indemnification under Section 5.1(a) above must be made: (i) by a Majority vote of a quorum consisting of Managers who at the time of the vote are not named defendants or respondents in the proceeding;

(iD if such a quorum cannot be obtained, by special legal counsel selected by a Majority vote of all Managers; or

(iii) by a Majority-In-Interest of the Class A Members in a vote that excludes the Membership Interest held by Managers who are named defendants or respondents in the proceeding.

Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indernnification is permissible.

5.2 Definitions. For purposes of this Article V: (a) "Manager. officer. and/or Mernber" means any person who is or was a Manager, officer, and/or Member of Company and any person who, while a Manager, officer, and/or Member of Company, is or was serving at the request of Company as a manager, director, officer, partner, venturer, proprietor, trustee, ernployee, agent, or similar functionary of Company or of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, ernployee benefit plan, or other enterprise.

O) "Procggdigg" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

5.3 Non-Exclusive; Continuation. The indernnification provided by this Article V shall not be deemed exclusive of any other rights to which the person claiming indernnification may be entitled under any agreement, any vote of Managers or Mernbers or otherwise both as to any action in his or her official capacity and as to any action in another capacity while holding such position, and shall continue as to a person who shall have ceased to be a Manager, Member, officer, or

COMPANTY AGREEMENT PAGE 23 employee of Company engaged in any other enterprise at the request of Company and shall inure to the benefit of the heirs, executors and administrators of such person.

5.4 Indemnification of Employees or Aeents. Company may indernnify and advance expenses to an onployee or agent who is not a Manager, Mernber or officer to such further extent, consistent with law, as may be provided by general or specific action of the Managers, or contract as permitted or required by common law.

5.5 Appearance as a Witness. Notwithstanding any other provision of this Article V Company may pay or reimburse expenses incurred by a Manager, offrcer and/or Member in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he or she is not a named defendant or respondent in the Proceeding.

5.6 Insurance. Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, Member, officer, employee, or agent of Company or is or was serving at the request of Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, ernployee benefit plan, or other enterprise against any expense, liability, or loss, whether or not Company would have the power to indernnify such Person against such expense, liability, or loss under this Article V.

5.7 Member Notification. To the extent required by law, any indemnification of or advance of expenses to a Manager, officer and/or Mernber in accordance with this Article V shall be reported in writing to the Members with or before the notice or waiver of notice of the next Menrbers meeting or with or before the next submission to Members of a consent to action without a meeting, in any case, within the twelve (12) month period immediately following the date of the indemnification or advance.

5.8 Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then Company shall nevertheless indernnify and hold harmless each Manager, officer and/or Member or any other Person indemnified pursuant to this Article V as to costs, charges, and expenses (including reasonable attomeys' fees), judgment, fines, and amounts paid in settlernent with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent permiffed by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VI MEMBERSHIP INTERESTS

6.1. Membership Interest. The Membership lnterest of Company shall be represented by the aggregate amount of the Members' Class A Mernbership Interest and Class B Membership lnterest which shall at all times equal one hundred percent (100%). The Class A Menrbers may establish additional series or classes of Membership Interest by adopting a resolution, setting forth the designation of the series or class and determining the designations, preferences, limitations and relative rights of the series or class of the Membership Interest. There must always be a class or

COMPANY AGREEMENT PAGE 24 series of Membership Interest outstanding that has complete voting rights except as limited or restricted by voting rights conferred on some other class or series of outstanding Manbership Interest. As of the date of this Agreement, Company shall have the following classes of Membership Interest:

(a) Class A Mernbership Interest. Company will have Class A Membership Interest which will be owned by the Class A Members, with the amount of Class A Mernbership Interest initially held by each Class A Mernber shown across from the name of such Class A Member on Schedule 1, as the same may be adjusted in accordance with this Agreement and the records of Company. Class A Mernbers shall be afforded all rights, privileges and obligations of a Member in accordance with the terms of this Agreernent, including the sole and exclusive right to vote one hundred percent (100%) of the voting rights of Company at a meeting of the Mernbers or Class A Members.

O) Class B Membership Interest. Company will have Class B Mernbership Interest which will be owned by the Class B Members, with the amount of Class B Manbership Interest initially held by each Class B Mernber shown across from the name of such Class B Members on Schedule l, as the same may be adjusted in accordance with this Agreement and the records of Company. Class B Members shall be afforded all rights, privileges and obligations of a Member in accordance with the terms of this Agreement; provided, however, Class B Members shall not be entitled to participate in the management of Company or to vote on any matters except for the matters exclusively reserved to the note of all Mernbers as may be provided in this Agreement.

6.2 Prohibited Transfers of Membership Interests. Except as otherwise expressly permitted by this Agreement, or by the terms of the Buy-Sell Agreernent, no Member (nor its respective legal representatives, agents and fiduciaries) may transfer any Mernbership Interest, or any otherbeneficial interest therein. Any attanpted transfer or assignment in contravention of this Agreement shall have no force or effect and shall not be binding or recognized by the Company or any of its Members.

6.3 Assignee Treatment of Permitted Transferees. A Permitted Transferee of a Membership lnterest shall be an assignee for all purposes herein and shall not be treated as a Mernber for any purpose unless and until admitted as a Merrber as provided herein. A Permitted Transferee shall be entitled only to receive its respective share of Company Profits, Losses, and Distributions (if any), to which the respective assigning Member would otherwise be entitled. No transferee, assignee, or purchaser of a Member's Membership lnterest shall have any power or authority whatsoever to participate in or vote on matters pertaining to the managonent of the Company, to act for or on behalf of the Company, to transact any business for the Company or sign for or otherwise bind the Company to any agreement or document, to do any actthat would be binding on the CompanS to incur any expenditure on behalf of the Company or exercise any powers or duties granted to the Members hereunder, or to attend meetings of the Manbers, unless such transferee, assignee, or purchaser is first admitted to the Company as a Member as provided in this Agreernent.

6.4 Admission of New or Substitute Manrbers. Additional and/or substitute Merrbers

COMPAI{Y AGREEMENT PAGE 25 maybe admitted to the Company upon the affirmative unanimous Vote of all of the Members. A new and/or substitute Mernber duly admitted to the Company shall be subject to all of the terms and provisions of this Agreanent. A transferee or assignee of a Membership lnterest may request in writing to be admitted to the Company as a substitute Member. Each Mernber may, inits sole and absolute discretion, withhold its Vote for such transferee or assignee to be admitted as a Member. In addition, the Managers may require the applicant transferee or assignee to comply with additional conditions and requirements as provided by this Agreement.

6.5 Treatrnent of Nonpermitted Transferees. Any attempted assignment or transfer of a Membership Interest or any beneficial interest therein in contravention of this Agreement shall be of no force or effect and shall not be binding upon or recognized by the Company or any of its Members. The Company and its Members shall be entitled to treat the Mernber holding record ownership of the Membership lnterest as the absolute owner thereof, and shall be entitled to make all Distributions, if any, to such Member without any liability whatsoever to any purported assignee or transferee, and shall incur no liability for allocations of income, gain, loss, deduction or credit, or for transmittal of reports and notices required to be given to such Mernber. Such an alleged assignee shall have no right to require any information or account of the Company's transactions or to inspect the Company's books and records, tax return information, or any other Company information, documents, or other data associated with the Company.

6.6 Voting and Manaeement Riqhts of Transferred Interests. If a Member transfers a Membership Interest, such transferor shall lose all right to Vote and any other management right associated with that portion of the Mernbership Interest, the Economic Interest of which was transferred, and the transferee may obtain such rights only upon being admitted to the Company as a Member as provided under Section 6.4, and only to the extent of the rights pertaining to the Class to which such transferee is admitted.

6.7 Chanee of Control of Member. No Memberwhich is not an individual shall permit any of its equity owners to transfer any ownership interest in such Mernber without the affirmative unanimous Vote of the Menrbers, if such transfer would result in a Change of Control of such Meinber. As used in this Section, a transfer shall be deerned to cause a "Change in Control" of a Mernber if such transfer would, taking into account all prior transfers of equity ownership interests in such Mernber on a cumulative basis since the date of such Member's admission to the Company as a Mernber, result in fifty percent (50%) or more of the equity ownership interests in such Member being owned by Persons other than (i) the equity owners of such Mernber who were such as of the date of such Member's admission to the Company as a Member, or (ii) the Affiliates of such Mernber who were such as of the date of such Member's admission to the Company as a Mernber. 6.8 General Requirements for Transfer of Membership Interest. A Permitted Transfer of a Menrbership Interest shall be made subject to all the terms and conditions of this Agreernent and shall not be recognized by the Company or considered to have transferred title to the Mernbership Interest until the last day of the month in which the following requirements are met to the satisfaction of the Managers:

(a) Written Assimment. A duly executed written instrument of assignment setting forth the assigning Member's assignment of its Membership Interest shall be glven to the

COMPANY AGREEMENT PAGE 26 Managers. Such written assignment shall include provisions whereby the assignee accepts and adopts the terms and provisions of this Agreement, including the assumption of any and all obligations of the assigning Member to the Company.

(b) Securities Opinion. An opinion of counsel for the Company, prepared at the sole cost and expense of the assigning Member, satisfactory in form and substance to the Managers, to the effect that the transfer may be made without violation of the Securities Act of 1933, as amended, and all applicable federal and state securities laws, shall be delivered to the Managers, unless written waiver of this requirement is made by the Managers.

(c) Tax Opinion. The assigning Member shall deliver to the Managers an opinion of counsel for the Company, prepared at the sole cost and expense of the assigning Mernber, and in form and substance satisfactory to counsel designated by the Managers, to the effect that (l) the tax status of the Company will not be adversely affected by the assignment, and (2) thatthe assignment will not cause a termination of the Company within the meaning of Section 708(b) of the Code, unless written waiver of this requirement is made by the Managers.

(d) Other Instruments. The assigning Member and its assignee shall execute and acknowledge such other instruments as the Managers reasonably deern necessary or desirable to effect such assignment.

(e) Transfer Fee. The assigning Member or assignee shall pay to the company a transfer fee to cover all reasonable expenses of the transfer, unless written waiver of this requirement is made by the Managers.

6.9 Pledse of Interest and First Refusal Riehts of Remainine Members. If a Member (the "P_lgdgins Member") desires to assign, pledge, or mortgage an Economic Interest in its Mernbership Interest (the "Pledeed Economic Interest") as collateral for a loan to such Member or its Affiliates, the provisions of this Section shall become applicable.

(a) Consent to Pledse. The Pledging Member shall obtain the written consent of the Managers prior to such assignment, pledge, or mortgage, which consent shall not be unreasonably withheld. O) Acceptance of Terms. The assignee, pledgee, or mortgagee (the "Lender") must agree in writing to be bound by the terms of this Agreement, must agree to not sell the Pledged Economic Interest at a foreclosure sale or otherwise unless all parties are fully informed of the Company's and the Mernbers' rights under this Agreanent, and must agree that any Person who obtains an interest in the Pledged Economic Interest as a result of the loan, including through a foreclosure proceeding, shall also agree to be bound the terms of this Agreernent, including the rights of purchase provided herein.

ARTICLE VII CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS

7 .l Capital Contributions. Each Member has contributed, and/or hereby contributes to the capital of the Cornpany those assets reflected on Schedule l, which Capital Contributions shall

COMPANY AGREEMENT PAGE27 be considered Required Capital Contributions.

7.2 Required Additional Capital Contributions. Except as otherwise provided in this Agreernent, no Member shall be required to make any additional Capital Contributions.

7.3 Voluntary Additional Capital Contributions. If and to the extent determined by the Managers that additional Capital Contributions are necessary or advantageous to carry out the purposes of the Company, the following provisions shall become applicable:

(a) Notification. The Managers shall provide Notice to all Members of the request for additional Capital Contributions (the "Contribution Notice"). The Contribution Notice shall specify the aggregate amount of the requested additional Capital Contributions, the intended purposes(s) of the requested additional Capital Contribution and the amount requested of each Mernber (which requested amount, shall be in proportion to their respective Percentage Interests or in such other percentages as shall be determined by unanimous Vote of the Members). The Contribution Notice shall also set forth the period of time within which such requested Capital Contributions are to be completed, which period shall not be less than thirty (30) days from the date of the Contribution Notice or such shorter period of time as is reasonable under the circumstances.

(b) Unanimous Vote. Such requested additional Capital Contributions, shall be made only upon the consent of the Mernbers by unanimous Vote, authorizing the additional Capital Contributions. In the event the Members do not unanimously consent to additional Capital Contributions, one or more Members may make loans to the Company pursuant to Section 7.15.

(c) Adjustment to Percentage lnterests and Capital Accounts. In the event that the Mernbers unanimously consent to the requested additional Capital Contribution as provided in this Section, the Mernbers' Membership Interests will be adjusted (to the extent the additional Capital Contributions are not proportionate to the Mernbers' existing Membership Interests) taking into account the amount of the additional Capital Contributions and the fair market value of the other Company properties, as determined by a Majority-In-Interest of the Class A Members. The Members' Capital Accounts shall also be adjusted as provided in the Capital Account Provisions.

(d) Contributions of Class A Mernbers. Unless otherwise agreed by a unanimous Vote of the Class A Members, any additional Capital Contributions made by the Class A Members, shall be deerned to be in respect of the contributing Class A Mernbers' Class B Membership Interest, if any, and if none, then in respect of a new Class B Mernbership Interest. 7.4 No Deemed Additional Capital Contributions. Unless otherwise agreed in writing, by the Mernbers, if: (i) a Member makes a payment to a creditor of the Company because of personal liability thereon; or (ii) a Mernber makes any payment to a creditor of the Company because of the personal guarantee by such Mernber, such Mernber shall have any rights of contribution and payment by the ranaining Mernbers as shall be available under applicable law and such payment shall not be deemed an additional Capital Contribution.

7.5 Riehts in Capital Contributions. No Mernber shall be entitled to a retum of any portion of its Capital Contributions or to receive any Distributions from the Company, except as

COMPANY AGREEMENT PAGE 28 specifically provided herein. No loan or advance made to the Company by any Member shall constitute a Capital Contribution.

7.6 Company Propertv. The Mernbers agree that all real and personal property contributed to, owned by or acquired by the Company shall constitute an asset of the Company and shall be considered Company property. No Member shall thereafter have any right with respect to Company property, and each Member expressly waives the right, if any, to require partition of any Company property or any part thereof.

7.7 Withdrawal. Except as otherwise expressly provided in this Agreement, no Msmber shall be entitled to withdraw from the Company as a Member prior to the termination of the Company.

7.8 Capital Accounts. A Capital Account shall be maintained for each Member. The Capital Accounts shall be maintained in accordance with the rules of Reg. $ 1.704-l(b)(2)(iv), which shall control over any inconsistent provisions of this Agreement.

7.9 General Increases. The Capital Account of a Member shall be increased by (i) such Member's Capital Contributions, (ii) the amount of Profits allocated to the Member and items of income or gain specially allocated to the Member, and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any Company property distributed to such Member.

7.10 General Decreases. The Capital Account of a Member shall be decreased by (i) the amount of money and the Gross Asset Value of property distributed by the Company to the Member, (ii) the amount of Losses allocated to the Member and items of deduction specially allocated to the Member, and (iii) the amount of any liabilities of such Mernber assumed by the Company or which are secured by property contributed by such Mernber to the Company.

7 .ll Transfer of Membership Interest. In the event all or a portion of an interest in the Company is transferred in accordance with the terms of this Agreernent, the transferee of the Membership Interest or an Economic Interest therein shall succeed to the Capital Account relating to the Membership Interest or Economic Interest transferred.

7.12 Oil and Gas Properties. The Capital Accounts of all Members shall be adjusted for depletion based either on simulated or actual depletion as may be determined by the Managers, and gain or loss with respect to any oil or gas properties of the Company pursuant to the requirements of Reg. $$ 1.704-l(b)(2)(iv)(k)(2) and (k)(3).

7.13 Modifications. In the event the Managers shall determine that it is prudent to modiff the manner in which the Capital Accounts, or any decreases or increases thereto (including, without limitation, decreases or increases relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or the Mernbers), are computed in order to comply with the Treasury Regulations, the Managers may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member upon the dissolution ofthe Company. The Managers also shall (i) make any adjustments that are necessary

COMPANY AGREEMENT PAGE 29 or appropriate to maintain equality between the Capital Accounts of the Mernbers and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Reg. $ 1.704-l(b)(2xivxg), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreernent not to comply with Reg. $ 1.704-1(b).

7.14 Restoration of Deficit Capital Accounts. ln the event any Member has a deficit balance in such Member's Capital Account upon liquidation of the Member's interest in the Company after making all adjustments thereto, such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any Person for any pu{pose whatsoever.

7.15 Loans From Mernbers. Loans by a Mernber to Company shall not be considered Capital Contributions. If any Member in its sole election loans funds to Company, (i.e., a cash advance in excess of the amounts required hereunder to be contributed by him or her to the capital of Company) which the Member elects to be charaeteized as a loan instead of a Capital Contribution, the making of such loan shall not result in any increase in the amount of the Capital Account of such Member. The amount of any such loan shall be a debt of Company to such Mernber, shall bear interest at a fluctuating rate of interest equal to the lesser of (a) ten percent O0%) per annum or (b) two percent (2%) in excess of the prime rate announced from time to time by Wall Street Journal, Money Rate Section or any successor thereof (but in no event higher than the maximum legal contractual rate permitted by law), and shall be payable or collectible only out of Company assets in accordance with the terms and conditions upon which such advances are made. The repayrnent of loans from a Mernber to Company upon liquidation shall be subject to the order of priority set forth in Section 10.2 hereof.

7.16 No Third Party Beneficiaries. The provisions of this Agreement regarding Class A Capital Contributions or loans by Monbers are solely for the benefit of the Members and are not enforceable by any creditor of Company or any other third parties, including, but not limited to, a receiver or a trustee in bankruptcy.

ARTICLE VIII ALLOCATIONS, DISTRIBUTIONS, ELECTIONS A}[D REPORTS

8.1 Allocations of Profits and Lossgs. One hundred percent (100%) of the Profits and Losses of Company for each Fiscal Year shall be allocated among the Members in proportion to their respective percentage of Membership Interest in Company (the "General Allocation of Profits and Losses"). The General Allocation of Profits and Losses shall be subject to the limitations and special allocations contained in this Article VIII in the following order: (i) first to the Regulatory Special Allocations, if applicable, and (ii) second to the to the Special Curative Allocations. Any credits available for federal and state income tax purposes shall be allocated among the Mernbers in the same manner.

8.2 Allocations for Federal Tax Purposes. All Company income, gains, deductions, losses and credits for federal income tax purposes shall be allocated among the Members in the

COMPANY AGREEMENT PAGE 30 same manner as Profits and Losses are allocated under this Agreanent to the extent permitted by law and subject to the provisions of this Agreement.

8.3 Rezulatory Special Allocations. Notwithstanding the General Allocation of Profits and Losses, the provisions of this Section (collectively referred to as the "Rezulatory Special Allocations") shall be applicable to all Company allocations of Profits and Losses for each Fiscal Year in the following order:

(a) Minimum Gain Chareeback Allocations. Except as otherwise provided in Reg. $ 1.704-2(D, if there is a net decrease in Company Minimum Gain during any Company Fiscal Year, each Mernber shall be specially allocated iterns of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Reg. $ 1.70a-2G)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Reg. $$ 1.704-2(f)(6) and 1.704-2fr)(2). This Section 8.3(a) is intended to comply with the minimum gain chargeback requirement in Reg. $ 1.704-2(f) and shall be interpreted consistently therewith.

O) Mernber Nonrecourse Debt Minimum Gain Chargeback Allocations. Except as otherwise provided in Reg. $ 1.704-2(D(4), if there is a net decrease in Member Minimum Gain attributable to a Mernber Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Mernber Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Reg. $ 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Reg. $ 1.704- 2(1)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Reg. $$ 1.704-2(i)(4) and 1.704-20)(2). This provision is intended to comply with the minimum gain chargeback requironent in Reg. 5 1.704-2(i)(a) and shall be interpreted consistently therewith.

(c) Oualified Income Offset Allocations. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Reg. $$ 1.704-1(bX2XiD(dX4), (dX5) or (d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Menrber as quickly as possible, provided that an allocation pursuant to this Section 8.3(c) shall be made only if and to the extent that any such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if this Section 8.3(c) was not in this Agreement. The allocation contained in this Section 8.3(c) shall be referred to herein as the "Qualified Income Offset Allocation." This provision is intended to be a "qualified income offset" as that temr is used in Reg. $ 1.70+1(bx2(iixd) and shall be interpreted consistently therewith.

COMPANY AGREEMENT PAGE 3I (d) Gross Income Allocations. In the event any Member has aCapital Account deficit at the end of any Company Fiscal Year which is in excess of the sum of (1) the amount such Member is obligated to restore (pursuant to the terms of such Mernber's promissory note payable to the Company or otherwise), and (2) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Reg. $$ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.3(d) shall be made only if and to the extent that any such Member would have a Capital Account deficit in excess of such sum after all other allocations provided for in this Agreernent have been tentatively made as if the Qualified Income Offset Allocations and this Section 8.3(d) were not in this Agreernent.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other periods shall be allocated among the Members in proportion to their respective Percentage Interests.

(0 Member Nonrecourse Deductions. Any Mernber Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Reg. $ 1.704-2(i)(l).

(g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734b) or 743@) of the Code is required, pursuant to Reg. $$ 1.704-1(b)(2)(iv)(m)(2) or (m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Mernber in complete liquidation of its interest in'the Company, the amount of such adjustrnent to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests (in the event that Reg. $ 1.704-1O)(2)(iv)(m)(2) applies), or to the Members to whom such distribution was made (in the event that Reg. $ 1.704-l(b)(2)(iv)(m)(4) applies).

8.4 Special Curative Allocations. The Regulatory Special Allocations are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Special Allocations shall be offset either with other Regulatory Special Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section. Therefore, notwithstanding any other provision of this Agreanent (other than the Regulatory Special Allocations), the Managers shall make such offsetting qpecial allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Menrber's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Special Allocations were not part of this Agreernent and all Company items were allocated among the Members in accordance with the General Allocation of Profits and Losses. In exercising their discretion under this Section, the Managers shall take into account future Regulatory Special Allocations under Section 8.3(a) and Section 8.3(b) that, although not yet made, are likely to offset other Regulatory Special Allocations previously made under Section 8.3(e) and Section 8.3(fl. The provisions of this Section shall be referred to as the

COMPANTY AGREEMENT PAGE 32 "Special Curative Allocations."

8.5 Special Allocation of Gain or Loss on Contributed Property. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Mernbers so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution. In the event the Capital Accounts of the Members are adjusted due to a revaluation of Company property, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its fair market value in the same manner as under Section 70a@) of the Code and the Treasury Regulations thereunder.

8.6 Recapture Items. Anyportion of any income or gain attributable to the sale or other disposition of any depreciable Company property required to be recaptured as ordinary income shall, to the maximum extent possible in accordance with Section 704 of the Code and the Treasury Regulations thereunder, be allocated among the Members for tax purposes in the same ratio as the deductions grving rise to such recapture were allocated. Any recapfure of tax credit shall be allocated among the Members in accordance with Reg. $ 1.704-l(b)(4)(ii).

8.7 Allocations Within a Fiscal Year. For purposes of determining the Profits, Losses or any other iterns allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managers using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.

(a) Change or Transfer of Membership lnterest. If the Mernbership Interest of a Mernber changes or is transferred in compliance with the terms of this Agreement during a Fiscal Year of the Company, the change or transfer shall be deemed to be effective as of the end of the month in which such change or transfer occurs. Income, gain, losses and deductions recognized by the Company during such Fiscal Year shall be allocated between the Mernber and the assignee on the basis of the number of months the Mernber or its assignee owned the Membership Interest during the Fiscal Year unless the assignee and the Member agree otherwise and such agreement is approved by the Managers in their discretion.

(b) Cash Basis Items. In the event the Company adopts the cash receipts and disbursements method of accounting, then a portion of any allocable cash basis iton, as defined in Section 706(d) of the Code, shall be assigned to each day of the period to which such item is attributable, and the portion assigned to any such day shall be allocated among the Meffrbers in proportion to their Percentage Interests at the close of such day. In the event all or a portion of a cash basis item is attributable to any period before or after the current tax year, it shall be allocated or capitalized as provided in Section 706(b) of the Code.

8.8 Distributions of Cash Available for Distribution. Subject to Section 3.8 and unless there has been a Dissolution Event, Distributions of the Cash Available for Distribution of the Company shall be determined and distributed, at such times as the Managers may determine that funds are available, but no less often than annually, to the Members in accordance with their

COMPANIY AGREEMENT PAGE 33 Percentage Interests.

8.9 Distributions Upon Liquidation: Upon a Dissolution Event, the net assets, if any, of the Company and any cash proceeds from the liquidation of any such assets, shall be applied, and Distributions shall be made, as follows:

(a) Creditors First, to the payment of or provision for all debts, liabilities and obligations of the Company to any Person (including Members who are creditors of the Company), all in the priority provided for in the relevant sections of the BOC, and to the payment of the expenses of liquidation;

O) Capital Accounts. Finally, to the Members in accordance with their positive Capital Account balances.

(c) Compliance With Agreement. In the event the Company is "liquidated" within the meaning of Reg. $ 1.704-1(b)(2)(ii)(g), distributions provided herein shall be made in compliance with Reg. $ 1.704-l(bX2XiiXbX2).

8.10 Records and Reports. At the expense of Company, the Managers shall maintain records and accounts of all operations and expenditures of Company. At a minimum, Company shall keep at its principal place of business the following records:

(a) A current list that states

(i) The name and mailing address of each Mernber; and

(ii) The Membership Interest owned by each Member;

(b) Copies of the federal, state and local information or income or franchise tax returns for each of Company's six (6) most recent tax years;

(c) A copy of the Certificate of Formation and this Agreement, all amendments or restatements, executed copies of any powers of attorney, and copies of any document that creates, in the manner provided by the Certificate of Formation or this Agreement, classes or groups of Mernbers;

(d) Correct and complete books and records of account of Company;

(e) Records of all proceedings and actions taken by the Manbers; and

(D Any other books, records or documents required by the Boc or other applicable law

8.1 1 Retums and Other Elections. The Managers shall cause the preparation and timely filing of all tax retums required to be filed by Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which Company does business. All

COMPANY AGREEMENT PAGE 34 elections permitted to be made by Company under federal or state laws shall be made by the Manager.

8.12 Records Required by BOC: Rieht of Inspection. (a) Records Required. During the term of Company and for a period of six (6) years thereafter, the Managers, at the expense of Company, shall maintain in Company's principal place of business hereof all books, records and accounts of Company, including, without limitation, a current list of the names, addresses and Interests held by each of the Mernbers (including the dates on which each of the Members became a Member), copies of federal, state and local information or income or franchise tax returns for each of Company's six (6) most recent tax years, copies of this Agreement and the Certificate of Formation, including all amendments or restatements of each, and correct and complete books and records of account of Company, records of all proceedings and actions taken by the Mernbers and Managers and any other books, records or documents required by the BOC or other applicable law. All such books, records and accounts shall be kept separate and distinct from all other books and records of any other entity.

O) Right of Inspection. On not less than two (2) Business Days' notice a Mernber or an Assignee of a Member's Interest (an "Elieible Pergon") may examine and copy in person or by the Eligible Person's representative, at the Eligible Person's expense, all books, records and accounts of Company. Upon written request by any Eligible Person made to the Managers at the address of Company's principal place of business hereof, Company shall provide to the Eligible Person without charge true copies of (i) this Agreement and the Certificate of Formation and all amendments or restatements of each, and (ii) any of the tax returns of Company described above.

8.13 Tax Refums and lnformation. The Managers shall prepare or cause to be prepared all federal, state and local income and other tax returns that Company is required to file. Within the shorter of (a) such period as may be required by applicable law or regulation, or (b) seventy- frve (75) days after the end of each calendar year, the Managers shall send or deliver to each Person who was a Member at any time during such year such tax information as shall be reasonably necessary for the preparation by such Person of his federal income tax return afld state income and other tax returns.

8.14 Delivery of Financial Statements to Members. As to each Fiscal Year of Compmy, the Managers shall send to each Member a copy of (a) a balance sheet of Company as of the end of the Fiscal Year, (b) an income statement of Company for such year, and (c) a statement showing the revenues distributed by Company to Members in respect of such Fiscal Year. Such financial statements shall be delivered by no later than ninety (90) days following the end of the Fiscal Year to which the statements apply. Unless a Member requests in writing prior to the end of the Fiscal Year to which the financial statements apply that the financial statements shall be audited, such statements need not be audited.

ARTICLE IX CONFIDENTIALITY

COMPANTY AGREEMENT PAGE 35 9.1 Confidentiality of Information. Each Member shall be entitled to receive all information concerning Company and its business under the circumstances and subject to the conditions stated in this Agreement and the BOC. The Members agree, however, that due to contractual obligations, business concerns, or other considerations, that certain information regarding the business, affairs, Company property, and financial condition of Company shall be kept confidential and not provided to anyone other than other Mernbers, except as set out herein below. In addition, the Mernbers acknowledge that they may receive information regarding Company in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to Company or Persons with which it does business. Each Member shall hold in strict confidence any information it receives regarding Company that is identified as being confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any Person other than another Mernber, except for disclosures compelled by law, or disclosures made to advisers or representatives of the Member (if they have agreed to be bound by the provisions of this Section). Mernbers agree that the provisions of this Section may be enforced by specifi c performance.

ARTICLE X WINDING UP AND TERMINATION

l0.l Windine Up. (a) Company shall be wound up upon the first of the following to occur:

(D The unanimous written agreement of the Class A Members to wind up Company;

(ii) The entry of a judicial order to wind up Company; or

(iii) The occurrence of any other event that causes the winding up of a limited liability company under the BOC.

(b) Upon winding up of Company, the business and affairs of Company shall terminate, and the assets of Company shall be liquidated under this Article X.

(c) The winding up of Company shall be effective as of the day on which the event occurs gtving rise to the winding up, but Company shall not terminate until there has been a winding up of Company's business and affairs, and the assets of Company have been distributed as provided in Section 10.2 hereof.

(d) Upon the winding up of Company, the Managers may cause any part or all of the assets of Company to be sold in such manner as the Managers shall upon written agreernent of the Managers determine in an effort to obtain the best prices for such assets; provided, however, that the Managers may distribute assets of, Company in kind to the Members to the extent practicable.

COMPANY AGREEMENT PAGE 36 (e) The death, insanity, retirernent, resignation, termination, withdrawal, bankruptcy, legal incapacity or termination of any Mernber shall not terminate Company if there is at least one (l) remaining Mernber. If there is not one (1) remaining Mernber, then the successors in interest to a Mernber's Mernbership lnterest (the Assignees) shall automatically be admitted as Members and Company shall not be wound up and terminated.

10.2 Liquidation. Company shall be wound up and liquidated as quickly as circumstances will allow. The assets of Company, to the extent thereof, shall be applied to Company liabilities in the following order:

(a) To pay or provide for all amounts owing by Company to creditors other than Members in the order of priority as provided by law, and for expenses of winding up.

(b) To pay or provide for all amounts owing by Company to Members other than for capital and profits.

(c) To pay or provide for all amounts owing by Company to the Members, on a pro rata basis, for capital and for profits, as follows:

(i) The Mernbers' Capital Accounts shall be adjusted as if the assets of Company were sold for an amount as determined by unanimous agreement among the Members or, failing unanimous agreement, the purchase price and the gain or loss therefrom allocated to the Mernbers according to Article VIII hereof.

(iD Each Member shall be paid an arrrount equal to the amount of each Member's Capital Account. Distributions maybe made in cash or in kind.

(iii) Any remaining assets shall be distributed to the Members in cash or in kind pro rata according to their respective Membership Interests;

provided, however, that in the event that any Member owes to Company any account payable or debt of any kind at the time of distribution, then to the extent that the Member would be entitled to payment from Company for capital and profits and for other than capital and profits, such account payable or debt shall be distributed in kind to such Member as payment in the full amount of such account payable or debt and applied against the amounts owed by Company to such Member for capital and profits and for other than capital and profits.

10.3 Distributions in Kind. If any assets of Company are distributed in kind, such assets shall be distributed to the Members entitled thereto as tenants-in-common in the same proportions as the Mernbers would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Members. ln the event that distributions in kind are made to the Members upon the winding up and liquidation of Company, the Capital Account balances of such Mernbers shall be adjusted to reflect the Members' allocable share of gain or loss which would have resulted if the distributed property had been sold at its fair market value.

COMPANY AGREEMENT PAGE 37 10.4 Certificate of Termination. When all liabilities and obligations of Company have been paid or discharged, or adequate provision has been made therefor, and all of the ranaining property and assets of Companyhavebeen distributed to the Members according to their respective rights and interests, the Certificate of Termination shall be executed on behalf of Company by the Managers or an authorized Member and shall be filed with the Secretary of State of Texas, and the Managers and Members shall execute, acknowledge and frle any and all other instruments necessary or appropriate to reflect the winding up and termination of Company.

ARTICLE XI MISCELLAI\EOUS PROVISIONS

I1 .l Notices. Any notices, claims or demands which any party is required or may desire to give to another under or in conjunction with this Agreement shall be in writing, and shall be glven by addressing the same to such other party(ies) at the address set forth on Schedule 1 of this Agreernent, and by: (i) depositing the same so addressed, postage prepaid, first class, certified or registered, in the United States mail (herein referred to as "Mailins"); (ii) overnight delivery by a nationally recognized overnight courier service (e.g. UPS, Federal Express); (iii) delivering the same personally to such other party(ies); or (iv) transmitting by facsimile and Mailing the original. Any notice shall be deerned to have been given three (3) U.S. Post Offrce delivery days following the date of Mailing; one day after timely delivery to an overnight courier; if by personal delivery, upon such delivery; or if by facsimile, the day of transmission if made within customary business hours, or if not transmitted within customary business hours, the following business day. Except as otherwise provided in this Agreement, any notice to Company shall be made to the registered agent at the registered office specified in this Agreernent with a copy to the other parties hereto. Any party may change the address or facsimile telephone number for notices to be sent to it by written notice delivered pursuant to the terrns of this Section I l.l.

ll.2 Waiver of Notice. Whenever, by statute, the Certificate of Formation or this Agreernent, notice is required to be given to any Mernber or Manager, a waiver thereof in writing signed by the Person or Persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Manager or Member at a meeting shall constitute a waiver of notice of such meeting, except where a Manager or Member attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

11.3 Application of Texas Law. This Agreement and the application or interpretation hereof shall be governed exclusively by the laws of the State of Texas, and specifically the BOC. Venue for all matters pertaining to the Company shall be subject to the courts of Grapevine, Tarrant County, Texas.

ll.4 No Action for Partition. No Member shall have any right to maintain any action for partition with respect to the property of Company.

11.5 Headings and Sections. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. Unless the context requires otherwise,

COMPANY AGREEMENT PAGE 38 all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement

11.6 Attorneys' Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and all other costs of litigation from the other party, which amounts may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which amounts shall be in addition to any other relief which may be awarded.

ll.7 Power of Attomey. Each Member hereby irrevocably constitutes and appoints the Managers as its attorney-in-fact, with full power of substitution and resubstitution, in the Member's name, to execute, consent to, swear to, acknowledge, deliver, record and file the following:

(a) the Certificate of Formation and any amendments to such Certificate of Formation that the Managers deem appropriate, as well as any other instruments required by the laws of any state that the Managers deern appropriate to qualiff the Company to conduct or continue to conduct business in such state;

O) any other instrument relating to the qualification or registration of the Company that the Managers deem appropriate;

(c) all instruments required to effect the dissolution and termination of the Company including the execution and filing of Certificate of Termination with the Secretary of State as required by the BOC;

(d) all reports, forms, and schedules that the Managers determine are required to be filed with any govemmental body, agency or instrumentality in connection with any Company activity; and

(e) any other instrument that the Managers deem necessary and appropriate with respect to the business of the Company.

This grant of the Power of Attorney is coupled with an interest and is irrevocable, and will expressly survive the death, dissolution, legal disability, incompetency, bankruptcy, retirement or withdrawal of any Member or the assignment of all or any portion of any Member's Monbership Interest.

11.8 Amendment of Certificate of Formation and this Asreefirent. Except as otherwise expressly set forth in this Agreonent, the Certificate of Formation of Company and this Agreement may be amended, supplanented or restated only upon the unanimous written consent of the Members. Upon obtaining the approval of any amendment to the Certificate of Formation, the Managers shall cause a Certificate of Amendment in accordance with the BOC to be prepared, and such Certificate of Amendment shall be executed by no less than one authorized Manager and shall be filed in accordance with the BOC.

COMPANY AGREEMENT PAGE 39 I1.9 Numbers and Gender. Where the context so indicates, the masculine shall include ferninine and neuter, and the neuter shall include the masculine and feininine, the singular shall include the plural.

11.10 Bindine Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the Members, their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

11.11 Counteroarts. This Agreement may be executed in multiple counterparts, each of which shall be deerned to be an original and shall be binding upon the Member who executed the same, but all of such counterparts shall constitute the same Agreernent.

ll.l2 Entire Asreement. This Agreement contains the entire agreement of the parties with respect to the transactions contemplated herein, and supersedes and replaces any prior oral or written agreements with respect to such transactions.

11.13 Lesal Construction. In case any one or more of the provisions contained in this Agreanent shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invaliditS illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

ll.l4 Execution of Additional Documents. Each Member, and its successors and permissible assigns, shall execute and deliver such other and further documents and instruments and take such further action as may be necessary or desirable to effectuate, perform and carry out the provisions of this Agreernent and the transactions contemplated herein, and to comply with all laws which may be applicable to the Company, its properties and activities.

[SrcxnunE PAGE FoLLowsJ

COMPA}.IY AGREEMENT PAGE 40 IN WITNESS WHEREOE, the undersigned, being all the Mernbers and Managers of Company, do hereby agree to be bound by and to perform all of the terms and provisions set forth in this Agreement effective as of the date first above written.

MANAGERS:

R.

Michael Jeffrey Sebastian

CLASS A MEMBERS:

41",^KDr** Thomas R.

Michael Jeffrey Sebastian

CLASS B MEMBERS:

Thomas R. Durant

THE DURANT C DYNASTY TRUST

By: 4 Trustee

COMPANY AGREEMENT PAGE 4I SCHEDULE 1

NAMES, INITIAL CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS OF THE MEMBERS OF CLASSIC CHEVROLET WEST HOUSTON, LLC

Members Initial Capital Contribution Membership Interest

Thomas R. Durant $ Class A Membership 1101 W. State Highway ll4 Interest; 0.49% of Grapevine, Texas 76051 Membership Interests

q Class A Membership Michael Jeffiey Sebastian 31 15 Southwest Freeway Interest; 0.51%o of Sugarland, Texas 77478 Membership Interests

Michael Jeffrey Sebastian s C1ass B Membership l3 I 15 Southwest Freeway Interest; 39.49o/o of Sugarland, Texas 77478 Membership Interests

Thomas R. Durant $ Class B Membership ll0l W. State Highway ll4 Interest 0.ll% of Grapevine, Texas 76051 Membership Interests

The Durant Classic Dynasty Trust ( Class B Membership I101 W. State Highway 114 Interest; 59.40% of Grapevine, Texas 76051 Membership Interests

SCHEDULE I TO COMPANYAGREEMENT PAGE SCHI-I Z:\dfrvjxw\CllENTS\Durant\Tomg0l9\Target AN Hwy6\Entity Documents\CLASSSIC CHEVROLET WEST HOUSTON LlC\Classic Chevrolet Company Agreernent.docx Exhibit 2 Exhibit 3 Filed 9/18/2024 4:47 PM Beverley McGrew Walker District Clerk Fort Bend County, Texas Xenia Carbajal

NO. 24-DCV-318087

IN THE MATTER OF § IN THE DISTRICT COURT THE MARRIAGE OF § § TIFFANY LYNN SEBASTIAN § AND § MICHAEL JEFFREY SEBASTIAN § § AND IN THE INTEREST OF § A CHILD § 387TH JUDICIAL DISTRICT _________________________________ § § CLASSIC CHEVROLET SUGAR LAND, LLC, § CLASSIC CHEVROLET WEST HOUSTON LLC, § CLASSIC ELITE BUICK GMC, INC, § 16835 CADET PARTNERS, LLC, § Co-Respondents § FORT BEND COUNTY, TEXAS

COUNTERPETITION FOR DIVORCE

1. Discovery Level

Discovery in this case is intended to be conducted under level 2 of rule 190 of the Texas Rules of Civil Procedure.

2. Objection to Assignment of Case to Associate Judge

Counterpetitioner objects to the assignment of this matter to an associate judge for a trial on the merits or presiding at a jury trial.

3. Parties

This suit is brought by MICHAEL JEFFREY SEBASTIAN, Counterpetitioner. The last three numbers of MICHAEL JEFFREY SEBASTIAN's driver's license number are The last three numbers of MICHAEL JEFFREY SEBASTIAN's Social Security number are

TIFFANY LYNN SEBASTIAN is Petitioner/Counterrespondent.

CLASSIC CHEVROLET SUGAR LAND, LLC is a Co-Respondent.

CLASSIC CHEVROLET WEST HOUSTON, LLC is a Co-Respondent.

CLASSIC ELITE BUICK GMC, INC is a Co-Respondent.

16835 CADET PARTNERS, LLC is a Co-Respondent.

Co-Respondents CLASSIC CHEVROLET SUGAR LAND, LLC, CLASSIC CHEVROLET WEST HOUSTON, LLC, CLASSIC ELITE BUICK GMC, INC and 16835 CADET PARTNERS, LLC are collectively referred to as the “Classic Dealerships”)

Sebastian – Counterpetition for Divorce Page 1 of 7

Exhibit 4 4. Domicile

Counterpetitioner has been a domiciliary of Texas for the preceding six-month period and a resident of this county for the preceding ninety-day period.

5. Service

Tiffany Lynn Sebastian is the Petitioner/Counterrespondent in this divorce action. Service of this document may be had in accordance with Rule 21a, Texas Rules of Civil Procedure, by serving her attorneys of record, Bobby K. Newman, 3355 West Alabama, Suite 444, Houston, Texas 77098, and Randall B. Wilhite, 515 Post Oak Blvd, Suite 800, Houston, Texas 77027, via e- service as set forth below:

Classic Chevrolet Sugar Land, LLC is a limited liability company in Texas and can be served with process through its registered agent, Thomas R. Durant, 1101 West State Highway 114, Grapevine, Texas 76051.

Classic Chevrolet West Houston, LLC, is a limited liability company in Texas and can be served with process through its registered agent, Thomas R. Durant, 1101 West State Highway 114, Grapevine, Texas 76051.

Classic Elite Buick GMC, Inc is a Texas corporation and can be served with process through its registered agent, Thomas R. Durant, 1101 West State Highway 114, Grapevine, Texas 76051.

16835 Cadet Partners, LLC is a limited liability company in Texas and can be served with process through its registered agent, Thomas R. Durant, 1101 West State Highway 114, Grapevine, Texas 76051.

6. Protective Order Statement

No protective order under title 4 of the Texas Family Code, protective order under subchapter A of chapter 7B of the Texas Code of Criminal Procedure, or order for emergency protection under Article 17.292 of the Texas Code of Criminal Procedure is in effect in regard to a party to this suit and no application for any such order is pending.

7. Dates of Marriage and Separation

The parties were married on or about July 4, 1999, and ceased to live together as spouses.

8. Grounds for Divorce

The marriage has become insupportable because of discord or conflict of personalities between Counterpetitioner and Counterrespondent that destroys the legitimate ends of the marriage relationship and prevents any reasonable expectation of reconciliation.

Petitioner/Counterrespondent is guilty of cruel treatment toward Counterpetitioner/Respondent of a nature that renders further living together insupportable.

Sebastian – Counterpetition for Divorce Page 2 of 7 9. Children of the Marriage

At the time of this filing, there is no child under eighteen years of age or otherwise entitled to support who was born or adopted of this marriage, and none is expected as the child who was initially before the court is not over the age of eighteen and has graduated from high school.

10. Division of Community Property

MICHAEL JEFFREY SEBASTIAN requests the Court to divide the estate of MICHAEL JEFFREY SEBASTIAN and TIFFANY LYNN SEBASTIAN in a manner that the Court deems just and right, as provided by law.

MICHAEL JEFFREY SEBASTIAN should be awarded a disproportionate share of the parties' estate for the following reasons, including but not limited to:

a) fault in the breakup of the marriage; b) community indebtedness and liabilities; c) tax consequences of the division of property; d) earning power, business opportunities, capacities, and abilities of the spouses; e) nature of the property involved in the division; f) wasting of community assets by his spouse; g) attorney's fees to be paid; and h) constructive fraud committed by a spouse.

11. Breach of Fiduciary Duty

Petitioner, TIFFANY LYNN SEBASTIAN, as Respondent’s spouse, had a fiduciary relationship with and a fiduciary duty to Respondent, MICHAEL JEFFREY SEBASTIAN. As a result of their fiduciary relationship, Respondent reposed a special confidence in Petitioner, and Petitioner had a duty in equity and good conscience to act in good faith and with due regard for Respondent’s interests.

TIFFANY LYNN SEBASTIAN, in violation of her fiduciary duty to Respondent, has breached her duty to Respondent on or around June 2024 and continuing thereafter, TIFFANY LYNN SEBASTIAN, without justification or excuse, willfully and intentionally breached her fiduciary duty by interfering with an existing contract between MICHAEL JEFFREY SEBASTIAN and the Classic Dealerships, including causing a triggering event under a Buy-Sell Agreement with the Classic Dealerships that affects the Community’s business interest in the Classic Dealerships .

This action proximately resulted in damages to MICHAEL JEFFREY SEBASTIAN for which MICHAEL JEFFREY SEBASTIAN now seeks relief. Those damages include loss of compensation, loss of profits, loss of equity, mental anguish, and loss of reputation.

TIFFANY LYNN SEBASTIAN acted with malice in engaging in this conduct, thus entitling MICHAEL JEFFREY SEBASTIAN to exemplary damages within the jurisdictional limits of this Court.

MICHAEL JEFFREY SEBASTIAN prays for judgment against TIFFANY LYNN SEBASTIAN in a sum within the jurisdictional limits of this Court for his actual damages as alleged, for exemplary

Sebastian – Counterpetition for Divorce Page 3 of 7 damages, for prejudgment and postjudgment interest as allowed by law, for costs of court, and for general relief.

12. Tortious Interference with Business Relations

On or around June 2024 and continuing thereafter, TIFFANY LYNN SEBASTIAN, without privilege or justification, engaged in conduct that intentionally and willfully interfered with the business relationship of MICHAEL JEFFREY SEBASTIAN and the Classic Dealerships. At the time that conduct occurred, MICHAEL JEFFREY SEBASTIAN had a reasonable expectation of a continuing business relationship with the Classic Dealerships and TIFFANY LYNN SEBASTIAN knew of that reasonable expectation. TIFFANY LYNN SEBASTIAN’s interference with the business relationship induced or caused the termination of this expectancy, including causing a triggering event under a Buy-Sell Agreement with the Classic Dealerships that affects the Community’s business interest in the Classic Dealerships.

This action proximately resulted in damages to MICHAEL JEFFREY SEBASTIAN for which MICHAEL JEFFREY SEBASTIAN now seeks relief. Those damages include loss of compensation, loss of profits, loss of equity, mental anguish, and loss of reputation.

TIFFANY LYNN SEBASTIAN acted with malice in engaging in this conduct, thus entitling MICHAEL JEFFREY SEBASTIAN to exemplary damages within the jurisdictional limits of this Court.

MICHAEL JEFFREY SEBASTIAN prays for judgment against TIFFANY LYNN SEBASTIAN in a sum within the jurisdictional limits of this Court for his actual damages as alleged, for exemplary damages, for prejudgment and postjudgment interest as allowed by law, for costs of court, and for general relief.

13. Wrongful Interference with an Existing Contract

On or around June 2024 and continuing thereafter, TIFFANY LYNN SEBASTIAN, without justification or excuse, willfully and intentionally interfered with an existing contract between MICHAEL JEFFREY SEBASTIAN and the Classic Dealerships.

This action proximately resulted in damages to MICHAEL JEFFREY SEBASTIAN for which MICHAEL JEFFREY SEBASTIAN now seeks relief. Those damages include loss of compensation, loss of profits, loss of equity, mental anguish, and loss of reputation, as well as loss of value to the Community caused by TIFFANY LYNN SEBASTIAN’s conduct resulting in a triggering event under the Buy-Sell between the Classic Dealerships and the Community well before any expected sale of such interest.

TIFFANY LYNN SEBASTIAN acted with malice in engaging in this conduct, thus entitling MICHAEL JEFFREY SEBASTIAN to exemplary damages within the jurisdictional limits of this Court.

MICHAEL JEFFREY SEBASTIAN prays for judgment against TIFFANY LYNN SEBASTIAN in a sum within the jurisdictional limits of this Court for his actual damages as alleged, for exemplary

Sebastian – Counterpetition for Divorce Page 4 of 7 damages, for prejudgment and postjudgment interest as allowed by law, for costs of court, and for general relief.

14. Separate Property

MICHAEL JEFFREY SEBASTIAN owns certain separate property that is not part of the community estate of the parties, and MICHAEL JEFFREY SEBASTIAN requests the Court to confirm that separate property as MICHAEL JEFFREY SEBASTIAN's separate property and estate.

15. Standing Order

Counterpetitioner hereby provides notice to Counterrespondent that effective October 11, 2023, the Fort Bend County District Courts have issued the Standing Order Regarding Temporary Injunctions for the 328th, 387th, and 505th District Courts, of which Standing Order applies in every divorce and every suit affecting the parent-child relationship filed in Fort Bend County, Texas.

A true and correct copy of this Standing Order was attached to the Original Petition for Divorce filed by TIFFANY LYNN SEBASTIAN on July 11, 2024, as “Exhibit P-1” and “Exhibit A”, both of which are attached again to this Counterpetition for Divorce and incorporated herein by reference for all intents and purposes.

16. Request for Temporary Orders Concerning Use of Property

MICHAEL JEFFREY SEBASTIAN requests the Court, after notice and hearing, for the preservation of the property and protection of the parties, to make temporary orders and issue any appropriate temporary injunctions respecting the temporary use of the parties' property as deemed necessary and equitable, including but not limited to the following:

Awarding MICHAEL JEFFREY SEBASTIAN the exclusive use and possession of the residence located at 25510 and 25702 Zion Lutheran Cemetery Road, Tomball, Texas 77375, as well as the furniture, furnishings, and other personal property at that residence, while this case is pending, and enjoining TIFFANY LYNN SEBASTIAN from entering or remaining on the premises of the residence and exercising possession or control of any of this personal property, except as authorized by order of this Court.

Awarding MICHAEL JEFFREY SEBASTIAN exclusive use and control of any vehicle titled solely in his name or in his possession and enjoining TIFFANY LYNN SEBASTIAN from entering, operating, or exercising control over any vehicle titled solely in his name or in his possession.

Awarding MICHAEL JEFFREY SEBASTIAN exclusive use and control of the yellow Yamaha golf cart currently garaged at 5002 Shiloh Lake Dr., Richmond, Texas 77407, and enjoining TIFFANY LYNN SEBASTIAN from entering, operating, or exercising control over the same.

Awarding MICHAEL JEFFREY SEBASTIAN exclusive management and control of the parties’ financial accounts but limited by the standing injunctions of this Court.

Awarding MICHAEL JEFFREY SEBASTIAN exclusive management and control of the business interests of the parties in the Classic Dealerships

Sebastian – Counterpetition for Divorce Page 5 of 7 Awarding MICHAEL JEFFREY SEBASTIAN the exclusive use of all credit cards held solely in his name.

17. Attorney's Fees, Expenses, Costs, and Interest

It was necessary for MICHAEL JEFFREY SEBASTIAN to secure the services of LAURA D. DALE, a licensed attorney, and E. Michelle Bohreer, a licensed attorney, to prepare and prosecute this suit. To effect an equitable division of the estate of the parties and as a part of the division, judgment for attorney's fees, expenses, and costs through trial and appeal should be granted against Respondent and in favor of MICHAEL JEFFREY SEBASTIAN for the use and benefit of MICHAEL JEFFREY SEBASTIAN's attorney; or, in the alternative, MICHAEL JEFFREY SEBASTIAN requests that reasonable attorney's fees, expenses, and costs through trial and appeal be taxed as costs and be ordered paid directly to MICHAEL JEFFREY SEBASTIAN 's attorney, who may enforce the order in the attorney's own name. MICHAEL JEFFREY SEBASTIAN requests postjudgment interest as allowed by law.

18. Prayer

Counterpetitioner MICHAEL JEFFREY SEBASTIAN prays that citation and notice issue as required by law and that the Court grant a divorce and all other relief requested in this petition.

Counterpetitioner MICHAEL JEFFREY SEBASTIAN prays for attorney's fees, expenses, and costs as requested above.

Counterpetitioner MICHAEL JEFFREY SEBASTIAN prays for general relief and all other relief to which Counterpetitioner is entitled based on the facts or pleadings of this case.

Respectfully submitted,

LAURA DALE & ASSOCIATES, P.C.

_/s/ Laura D. Dale_________________________ LAURA D. DALE (LEAD COUNSEL) State Bar No. 24030270 eserviceldd@dalefamilylaw.com (Eservice only) MARJORIE A. MAXWELL State Bar No. 24060239 eservicemam@dalefamilylaw.com (Eservice only) 1800 St. James Place, Suite 620 Houston, Texas 77056 Telephone: (713) 600-1717 Facsimile: (713) 600-1718 Attorneys for MICHAEL JEFFREY SEBASTIAN

Sebastian – Counterpetition for Divorce Page 6 of 7 BOHREER LAW FIRM PLLC

E. Michelle Bohreer State Bar No. 06717100 Pritesh Soni State Bar No. 24063926 777 Post Oak Blvd., Ste 950 Houston, Texas 77056 Telephone: (832) 856-3006 Facsimile: (832) 856-2891 Emails: michelle@bohreerlaw.com pritesh@bohreerlaw.com E-service: e-service@bohreerlaw.com

CERTIFICATE OF SERVICE

I certify that a true copy of this Counterpetition for Divorce was served in accordance with rule 21a of the Texas Rules of Civil Procedure on the following on September 18, 2024:

Bobby K. Newman Bobby K. Newman, P.C. 3355 W. Alabama, Ste 444 Houston, Texas 77098 VIA E-SERVICE: bknservice@bobbyknewman.com

Randall B, Wilhite Fullenwider Wilhite, LLP 4265 San Felipe Drive, Suite 1400 Houston TX 77027 VIA E-SERVICE: rwilhite@fullenweider.com

_/s/ Laura D. Dale_________________________ LAURA D. DALE Attorney for MICHAEL JEFFREY SEBASTIAN

Sebastian – Counterpetition for Divorce Page 7 of 7 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Martha Calderon on behalf of Laura Dale Bar No. 24030270 mcalderon@dalefamilylaw.com Envelope ID: 92187898 Filing Code Description: Counter Claim/Cross Action/Interpleader/Intervention/Third Party Filing Description: Counterpetition for Divorce Status as of 9/19/2024 8:47 AM CST

Associated Case Party: TiffanyLynnSebastian

Name BarNumber Email TimestampSubmitted Status

Bobby Newman bknservice@bobbyknewman.com 9/18/2024 4:47:23 PM SENT

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Randall Wilhite 21476400 service@fullenweider.com 9/18/2024 4:47:23 PM SENT Filed 12/3/2024 6:31 PM Beverley McGrew Walker District Clerk Fort Bend County, Texas Brette Sansom

NO. 24-DCV-318087

IN THE MATTER OF § IN THE DISTRICT COURT THE MARRIAGE OF § § TIFFANY LYNN SEBASTIAN § AND § MICHAEL JEFFREY SEBASTIAN § § AND IN THE INTEREST OF § GRAYSON SEBASTIAN, A CHILD § § § MICHAEL JEFFREY SEBASTIAN and § TIFFANY LYNN SEBASTIAN, § INDIVIDUALLY, ON BEHALF OF THE § SEBASTIAN COMMUNITY ESTATE, § AND DERIVATIVELY ON BEHALF OF § THE CLASSIC DEALERSHIPS, and § 16835 CADET PARTNERS, LLC § Third-Party Plaintiff, § 387TH JUDICIAL DISTRICT § v. § § T. BENTLY DURANT, THOMAS R. § DURANT, and THE DURANT CLASSIC § DYNASTY TRUST § Third-Party Defendants, § § 8100 PARTNERS, LTD., AND § 8100 MANAGEMENT LLC § Nominal Third-Parties. § FORT BEND COUNTY, TEXAS

THIRD-PARTY PETITION

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW Michael Jeffrey Sebastian, Tiffany Lynn Sebastian, the Classic Dealerships

(as defined below), and 16835 Cadet Partners, LLC (collectively, “Third Party Plaintiffs”) and file

this Third-Party Petition. In support thereof, Third-Party Plaintiffs would respectfully show unto

this Court the following:

Exhibit 5 I. DISCOVERY PLAN

1. Third-Party Plaintiffs intend to conduct discovery under Level 2 of Texas Rule of Civil

Procedure 190.

II. CLAIM FOR RELIEF

2. Third-Party Plaintiffs seek monetary relief of over $1,000,000 and non-monetary relief

under Texas Rule of Civil Procedure 47.

III. PARTIES

Third-Party Plaintiffs

3. This suit is brought by Michael Jeffrey Sebastian (“Jeff Sebastian”), individually, and as a

member of the community estate of Jeff Sebastian and Tiffany Sebastian (the “Sebastian Estate”).

Jeff Sebastian is a natural person who resides in Fort Bend County, Texas, and may be served

through the undersigned counsel.

4. This suit is also brought by Tiffany Sebastian (“Tiffany Sebastian”), individually, and as a

member of the Sebastian Estate. Tiffany Sebastian is a natural person who resides in Fort Bend

County, Texas, and may be served through the undersigned counsel. Tiffany Sebastian and Jeff

Sebastian are sometimes referred to collectively herein as “the Sebastians.”

5. This suit is additionally brought by the Sebastians derivatively, on behalf of the following

entities (collectively, the “Classic Dealerships”) against the Third-Party Defendants named herein.

a. CLASSIC CHEVROLET SUGAR LAND, LLC, a Texas limited liability company

whose principal office is located at 1101 State Highway 114, Grapevine, Texas

2 76099.

b. CLASSIC CHEVROLET WEST HOUSTON, LLC, a Texas limited liability

company whose principal office is located at 1101 State Highway 114, Grapevine,

Texas 76099.

c. CLASSIC ELITE BUICK GMC, INC., a Texas corporation whose principal office

is located at 1101 State Highway 114, Grapevine, Texas 76099.

6. This suit is additionally brought by the Sebastians derivatively, on behalf of 16835 Cadet

Partners, LLC (“Cadet”), a Texas limited liability company whose principal office is located at

1101 State Highway 114, Grapevine, Texas 76099.

Third-Party Defendants

7. T. Bently Durant (“Bently Durant”) is Third-Party Defendant herein and a natural person

who is a resident of Tarrant County, Texas. Bently Durant may be served at 1101 State Highway

114, Grapevine, Texas 76099, or wherever he may be found.

8. Thomas R. Durant (“Tom Durant”) is a Third-Party Defendant herein and a natural person

who is a resident of Tarrant County, Texas. Bently Durant may be served at 1101 State Highway

114, Grapevine, Texas 76099, or wherever he may be found.

9. The Durant Classic Dynasty Trust (“Dynasty Trust”) is a Third-Party Defendant and a

Texas trust. The Dynasty Trust may be served with process by serving its Trustee, Marin “Mark”

Escamilla, at 1101 State Highway 114, Grapevine, Texas 76099, or wherever Trustee may be

found. Bently Durant, Tom Durant, and the Dynasty Trust are sometimes collectively referred to

herein as “the Durant Defendants.”

Nominal Third Parties

3 10. 8100 Partners, LTD. (“8100 Partners”) is a Nominal Third Party and a Texas limited

partnership. 8100 Partners can be served through its registered agent, Thomas R. Durant, or any

officer or director of 8100 Partners, at 1101 State Highway 114, Grapevine, Texas 76099, or

wherever they may be found.

11. 8100 Management LLC (“8100 Management”) is a Nominal Third Party and a Texas

limited liability company. 8100 Management can be served through its registered agent, Thomas

R. Durant, or any officer or director of 8100 Management, at 1101 State Highway 114, Grapevine,

Texas 76099, or wherever they may be found.

IV. JURISDICTION AND VENUE

12. The Court has subject-matter jurisdiction over the lawsuit because the amount in

controversy exceeds the minimum jurisdictional limits of this Court.

13. The Court has personal jurisdiction over all parties to the litigation because they are

individual residents of Texas, or are legal entities organized and exist under the laws of the state

of Texas that are registered to and conduct business in Texas.

14. Venue is property in Fort Bend County, Texas pursuant to Texas Civil Practice and

Remedies Code §§ 15.002 and 15.005, as it is the county in which the underlying divorce is

pending and it is where all or a substantial part of the events or omissions giving rise to the claim

occurred.

V. FACTUAL BACKGROUND

15. Jeff and Tiffany Sebastian are spouses who have been married for more than twenty years

prior to the filing of this divorce proceeding. They met one another in Houston in 1998 at a time

when they both were launching careers in the local automotive industry. In fact, Tiffany started

4 work at a small used car dealership on the west side of town that summer and Jeff joined her shortly

thereafter.

16. By the following year, the Sebastians were married and had worked hard to ensure that,

separately and together, they were a recognized force in the automotive sales industry. As the

decades subsequently passed, they continued to develop a massive talent for sales, management,

and economics, and created a vast professional network and strong reputations for driving growth

and profit.

17. In 2016, that dedication and ambition led Jeff Sebastian to accept a position as General

Manager of Classic Chevrolet Sugar Land. At that time, the Sugar Land dealership was principally

owned by Defendant Tom Durant and suffered from poor performance under current

management.1 Accordingly, the Sebastians identified it as an opportunity to further prove their

effectiveness in the Houston market with the anticipation that such efforts would generate an

opportunity for partnership. With that goal in mind, the Sebastians set to work (Jeff serving as the

name General Manager and Tiffany working directly alongside him) and ultimately caused Classic

Chevrolet Sugar Land to tectonically shift from a struggling enterprise to a dominant industry

presence. In fact, after only a few short years of exponential growth under the Sebastians’

management, Classic Chevrolet Sugar Land became one of the top performing Chevrolet dealers

in the entire country.

18. Based on that success, the Sebastians were invited to become owners of Classic Chevrolet

Sugar Land, LLC and acquired a Membership Interest in the company in 2018.2 (The Class A

1 The other Member of Classic Chevrolet Sugar Land, LLC were/are Defendants Bently Durant and the Durant Classic Dynasty Trust. 2 On January 1, 2018, Jeff Sebastian (and the Sebastian Estate) purchased a 30% Class A Membership Interest, and a 29.7% Class B Membership Interest, in Classic Chevrolet Sugar Land, LLC. 5 Members became Jeff Sebastian, Defendant Tom Durant, and Defendant Bently Durant, and the

Class B Members became Jeff Sebastian, Defendant Dynasty Trust, Defendant Tom Durant, and

Defendant Bently Durant. Meanwhile, both Sebastians continued to operate the dealership, with

Jeff being elevated to managing partner and Dealer-Operator.)

19. The Sebastians also located, spear-headed, and became partners with the Durant

Defendants in the purchase and management of Classic Chevrolet West Houston, LLC in 2019.3

At that time, Classic Chevrolet West Houston was an AutoNation dealership in total collapse.

However, given the Sebastians’ tireless pursuit of efficiency and growth, it quickly became a Top

10 performing Chevrolet dealer in Houston. (The Class A Members became Jeff Sebastian and

Defendant Tom Durant, and the Class B Members became Jeff Sebastian, Defendant Tom Durant,

and Defendant Dynasty Trust. Meanwhile, both Sebastians operated the dealership, with Tiffany

Sebastian serving as Executive Manager until 2023—when she became Executive Manager of

Classic Elite Buick GMC, Inc.—and Jeff Sebastian serving as Dealer-Operator.)

20. The Sebastians were also integral in the purchase and management of Classic Elite Buick

GMC, Inc., another Houston dealership, in 2023.4 And, like the other dealerships the Sebastians

operate, the GMC store became a Top performing Houston GMC dealer. (The Class A

Shareholders became Jeff Sebastian and Defendant Tom Durant, and the Class B Shareholders

became Jeff Sebastian, Tiffany Sebastian, and Defendant Dynasty Trust. Meanwhile, both

Sebastians operated the dealership, with Tiffany Sebastian serving as Executive Manager and Jeff

Sebastian served as Dealer-Operator.)

3 On November 29, 2019, Jeff Sebastian (and the Sebastian Estate) purchased a 51% Class A Membership Interest, and a 39.49% Class B Membership Interest, in Classic Chevrolet West Houston, LLC. 4 On January 26, 2023, Jeff Sebastian (and the Sebastian Estate) purchased a 51% Class A Membership Interest, and a 19.49% Class B Membership Interest, in Classic Elite Buick GMC, Inc.

6 21. On May 1, 2023, Classic Elite Buick GMC, Inc. entered into a Lease Agreement (“Lease”)

with 16835 Cadet Partners, LLC which is the owner of the real property upon which the Classic

Dealership operates at 16835 Katy Freeway. (The Class A Shareholders of Cadet are Jeff Sebastian

and Defendant Tom Durant, and the Class B Shareholders of Cadet are Jeff Sebastian, Tiffany

Sebastian, and Defendant Dynasty Trust).

22. By 2024, the Sebastians were far and away the most successful and profitable partners

within the whole Durant Organization. The Sebastians and the dealerships they operated received

numerous prestigious accolades and awards from the manufacturers and the Durant Organization.

Neither Jeff nor Tiffany Sebastian had ever received a warning or as much as a write up. In fact,

the Sebastians were commonly recognized as one of the best partners within the Durant

Organization. Indeed, the Sebastians co-owned and operated a total of three dealerships—that were

staffed with approximately 600 trained employees, preferred by the manufacturers, and generating

incredible profits—as well as the Cadet property. (The Sebastians’ interest in the Classic

Dealerships, 16835 Cadet Partners and 8100 Partners represent the largest community assets in the

pending divorce and mandate protection against reductions is fair market value).

23. Unfortunately, however, the Sebastians soon learned that great success can also generate

greed.

24. In this case, the Durant Defendants began to work with one another to expel the Sebastians

from Cadet and the Classic Dealerships in contravention of their governing agreements and

applicable law. The initiative actually developed into a complete plan to strip the Sebastians of

100% of their Member/Shareholder Interests in Cadet and the Classic Dealerships without

payment of just compensation therefore, in a scheme to divert millions of dollars in equity and

7 profits owed to the Sebastians over to the Durant Defendants. Moreover, the Durant Defendants

actually began to implement their plan in the summer of 2024.

25. By way of example, the Durant Defendants began reaching out to the Sebastians

individually with the intent of separating and dividing the couple and increasing conflict among

them. In fact, the Durant Defendants relocated Mike Ward, a general manager, from Dallas to

Houston and planted him in the Classic Dealerships with a mission of creating division, dissension,

and relaying personal information about the Sebastians back to the Durant Defendants. The Durant

Defendants then utilized that information and division to disparage the Sebastians’ character and

capabilities, both publically and privately, endeavoring to erode/diminish the Sebastians’ control

of the Classic Dealerships. The defendants also chose to execute expensive and unnecessary

service contracts, cut ties with local vendors, fire experienced staff members, hire new staff

members, restructure operations, and re-allocate time and resources to wasteful projects.

26. Eventually, the Durant Defendants unceremoniously purported to fire Jeff Sebastian on

July 22, 2024, followed by Tiffany Sebastian on September 13, 2024, and replaced them with

select loyalists, including the same individual that spear-headed the dissension, Mike Ward. The

Durant Defendants then completely ignored the Sebastians’ management control and immediately

caused the Sebastians’ access to all Cadet and Classic Dealership information to be severed (Jeff

Sebastian lost access on July 22, 2024)—including access to all books and records, account

information, budgets, inventory and sales data, payroll records, and emails—and Durant

Defendants refused to make required payments and approved distributions to the Sebastians as

owners. Instead, the Durant Defendants quickly began diverting millions of dollars in distributable

revenues and rents back to themselves, including via by pouring money into needless capital

improvements at the Classic Dealership locations (several of which properties are majority-owned

8 by the Durant Defendants and leased back to the Classic Dealerships on a Net-Net-Net basis).

These illegal and self-interested measures constitute an effort, in part, to cause a short-term

devaluation of the Classic Dealerships and to diminish the Sebastians’ contractually anticipated

financial liquidity in order to leverage their cooperation. On numerous occasions, Jeff Sebastian

asked to speak directly with Tom Durant, but was told by Bently Durant, that in no way shape or

form would he be allowed to do so. Jeff also pleaded for access to his emails, communication

threads, and basic financial information. However, on each occasion, he was denied and told that

the Durant Defendants wanted him to stay away from the business and the dealerships.

27. Now, the Durant Defendants have demanded that the Sebastians relinquish 100% of their

Membership/Shareholder Interests in Cadet, 8100 Partners and all three Classic Dealerships for a

pithy fraction of their true value in violation of a myriad of contractual obligations, including

applicable company/operating agreements, and a Buy-Sell Agreement the parties executed dated

effective May 1, 2023. Therefore, the Sebastians, Cadet, and the Classic Dealerships seek relief

therefrom, including via the issuance of a declaratory judgment.

VI. CAUSES OF ACTION

Count 1 - Breach of Contract

28. All of the preceding paragraphs are incorporated herein as though fully set forth below.

a. The Management Agreements

29. The Durant Defendants and the Sebastians entered into a number of valid and enforceable

contracts that govern the management and operation of the Classic Dealerships. Those agreements

include the Limited Liability Company Agreement for Classic Chevrolet Sugar Land, LLC (“Sugar

Land Agreement”), the Company Agreement of Classic Chevrolet West Houston, LLC (“West

9 Houston Agreement”), the Bylaws of Classic Buick GMC of Houston, Inc. (“GMC Bylaws”), and

the Limited Liability Company Agreement for 16835 Cadet Partners, LLC (“Cadet Agreement”)

(collectively, the “Management Agreements”). However, the Durant Defendants proceeded to

materially breach terms of those Management Agreements at great cost to the Sebastians, Cadet,

and the Classic Dealerships.

30. Particularly, and without limitation, the Durant Defendants caused the Sebastians to be

removed from their employment/management positions at Cadet and the Classic Dealerships

without complying with the voting and approval requirements set forth in the Management

Agreements. The Durant Defendants have also caused Cadet and the Classic Dealerships to engage

in acts and expenditures that are directly adverse to the necessary and/or advisable interests of the

Sebastians, Cadet, and the Classic Dealerships, and in breach of the Management Agreements,

including (i) causing the Classic Dealerships to spend millions of dollars on wasteful capital

improvements to properties that the Classic Dealerships do not own (and which are instead

majority-owned by the Durant Defendants), (ii) preventing Cadet and the Classic Dealerships from

paying dividends/distributions to their owners, (iii) decreasing the Classic Dealerships’ revenue

and profitability, and (iv) damaging the Classic Dealerships’ valuable relationships and ability to

transact business within the industry.

31. The Durant Defendants’ material breaches of the Management Agreements have caused,

and continue to cause, in excess of $10,000,000 in damages to the Sebastians (including the

Sebastian Estate), Cadet, and the Classic Dealerships.

b. The Buy-Sell Agreement

32. Defendant Tom Durant, Defendant Dynasty Trust, and the Sebastians are also parties to a

Buy-Sell Agreement for Interests in Classic Chevrolet Sugar Land, LLC, Classic Chevrolet West

10 Houston, LLC, Classic Elite Buick GMC, Inc., and 16835 Cadet Partners, LLC (the “Buy-Sell

Agreement”). The Buy-Sell Agreement governs certain rights and restrictions pertaining to the

sale or transfer of the parties’ ownership interests in Cadet and the Classic Dealerships, including

a rendition of the purchase options and the means/methods of determining share price if such

options are validly exercised. In particular, the Buy-Sell Agreement stipulates that an option to

purchase the Sebastians’ interest in Cadet and the Classic Dealerships shall arise upon the

occurrence of certain events, including “the cessation of the performance of the Dealership

Business Duties of the Sebastians (including termination of either of the Sebastians as an officer

or Manager of the LLC)”. Jeff Sebastian was terminated on July 22, 2024, which, by contract,

which alleged termination would have expressly triggered the applicable Buy-Sell Agreement and

established the Valuation Date.

33. In October, 2024, incident to the Sebastians’ unlawful firing/exclusion, Defendant Dynasty

Trust, by and through its Trustee, Mark Escamilla, issued an “Exercise of Option to Purchase”

letter (“Exercise Notice”) to the Sebastians stating that it was electing to repurchase all of the

Sebastians’ interest in Cadet and the Classic Dealerships. However, no valid triggering event had

occurred that would render that kind of involuntary repurchase demand an available option for

Defendant Dynasty Trust. Furthermore, the repurchase price demanded was and is directly

opposed to the valuation method dictated by the Buy-Sell Agreement.

34. As such, the repurchase demand made by Defendant Dynasty Trust is in direct breach and

violation of the Buy-Sell Agreement and has caused, and continues to cause, direct financial

damage to the Sebastians for which they seek recovery by this lawsuit.

Count 2 - Suit for Declaratory Judgment

35. All of the preceding paragraphs are incorporated herein as though fully set forth below.

11 36. Pursuant to the Exercise Notice, Defendant Dynasty Trust demands that the Sebastians

relinquish 100% of their Shareholder/Membership interests in Cadet and the Classic Dealerships

for a small fraction of what the applicable Buy-Sell Agreement requires.

37. Particularly, Defendant Dynasty Trust refuses to recognize the fact that, in the event of a

buy-out, the Sebastians are entitled to payment of fair market value for all of their shares in Cadet

and each of the Classic Dealerships.5 Instead, Defendant Dynasty Trust alleges the Sebastians’

shares in Classic Chevrolet West Houston are the only ones that should receive such valuation and

that the Sebastians’ shares in Cadet and the other Classic Dealerships merely entitle them to a

return of their capital contributions to those entities.

38. The Buy-Sell Agreement dictates that the Sebastians are entitled to fair market value for

all of their member shares in Cadet and the Classic Dealerships unless certain loans that Defendant

Dynasty Trust extended to the Sebastians remain unpaid.6 The Sebastians, however, paid their

loans associated with Classic Chevrolet Sugar Land and Classic Chevrolet West Houston in full

on or before September 1, 2023. The Sebastians also diligently made repeated efforts to pay the

loans associated with Classic Elite Buick GMC and Cadet after the loans were made, but were

consistently denied any documentation of the loans or a way to repay them. (Many such requests

were made directly to Defendant Bently Durant or Defendant Tom Durant). Consequently, the

Durant Defendants are estopped from now denying the Sebastians fair market value for their

5 Buy-Out Agreement, Section III.6. 6 The Sebastians received separate loans from Defendant Dynasty Trust in varying amounts necessary to fund the initial purchases of their member shares in Cadet and each of the Classic Dealerships. The Buy- Sell Agreement dictates that the Sebastians are entitled to receive fair market value for their membership interests in Cadet and each of the Classic Dealerships in the event of a buy-out unless the associated purchase loan remains unpaid. In the event a particular purchase loan remains unpaid upon the exercise of a buy-out option, the membership shares that were purchased with such funds are only entitled to capital contribution cash-out. 12 member shares in Classic Elite Buick GMC and/or Cadet by reason of their concerted acts in

furtherance thereof.

39. The Buy-Sell Agreement additionally specifies that the Durant Defendants’ option to re-

purchase the Sebastians’ member shares in the Classic Dealerships vests “upon the occurrence of

a specified event” (e.g. Jeff’s forced cessation of duty). Accordingly, in the event of a buy-out, the

Sebastians are entitled to fair market value for their shares as of July 22, 2024 (i.e. the date Jeff

was evicted from Cadet and the Classic Dealerships and prevented from continuing to perform his

Dealership Business Duties).

40. Therefore, in accordance with Texas Civil Practice and Remedies Code Sections 37.003

and 37.004, the Sebastians seek an affirmative judgment from the court declaring: (a) their right

under the Buy-Sell Agreement to receive fair market value for all of their member shares in Classic

Dealership and Cadet upon a buyout by any of the Durant Defendants, including Defendant

Dynasty Trust; and (b) that the valuation date for all shares subject to the buy-out is July 22, 2024.

41. A justiciable controversy related to the valuation and pricing of the Sebastians’ Classic

Dealership and Cadet shares exists and will be resolved by the declaration sought.

VII. ENTITLEMENT TO ATTORNEY FEES

42. All of the preceding paragraphs are incorporated herein as though fully set forth below.

43. The actions of the Durant Defendants have required the retention of the undersigned

counsel to prosecute, defend, and enforce the Third Party Plaintiffs’ legal and equitable interests.

Therefore, the Third Party Plaintiffs’ are additionally entitled to an award of their reasonable and

necessary attorney fees against the Durant Defendants, jointly and severally, pursuant to Texas

Civil Practice and Remedies Code Section 38.001.

13 IX. CONDITIONS PRECEDENT

44. All conditions precedent to the Third Party Plaintiffs’ claims for relief have been performed

or occurred.

X. RULE 193.7 NOTICE

45. Pursuant to Texas Rule of Civil Procedure 193.7, the Third Party Plaintiffs’ hereby give

notice to all parties that any documents produced may be used against the party producing the

documents at any pretrial proceeding and/or trial of this matter without necessity of authenticating

the documents.

PRAYER

For these reasons, the Sebastians, Cadet, and the Classic Dealerships pray that the Court,

after notice and hearing or trial, render judgment, jointly and severally, against the Durant

Defendants for the following:

a. Actual damages;

b. Consequential damages;

c. A declaration in accordance with Section VI of this Complaint;

d. Attorney fees;

e. Litigation costs and costs of court;

f. Pre-judgment and post-judgment interest; and

g. All other relief to which Third Party Plaintiffs may be justly entitled, as law or in

equity.

14 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Lisa Lim on behalf of Joseph DiCecco Bar No. 5812520 llim@grsm.com Envelope ID: 94904449 Filing Code Description: Counter Claim/Cross Action/Interpleader/Intervention/Third Party Filing Description: Third-Party Petition Status as of 12/4/2024 11:46 AM CST

Associated Case Party: TiffanyLynnSebastian

Name BarNumber Email TimestampSubmitted Status

Haley K.Burnside hburnside@fullenweider.com 12/3/2024 6:31:31 PM SENT

Nicole Ross nross@fullenweider.com 12/3/2024 6:31:31 PM SENT

Eliza Cabrera ecabrera@fullenweider.com 12/3/2024 6:31:31 PM SENT

Bobby Newman bknservice@bobbyknewman.com 12/3/2024 6:31:31 PM SENT

Associated Case Party: MichaelJefferySebastian

Name BarNumber Email TimestampSubmitted Status

Marjorie Maxwell 24060239 eservicemam@dalefamilylaw.com 12/3/2024 6:31:31 PM SENT

Laura DDale eserviceldd@dalefamilylaw.com 12/3/2024 6:31:31 PM SENT

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Randall Wilhite 21476400 service@fullenweider.com 12/3/2024 6:31:31 PM SENT

Charlotte Rainwater 24007889 service@rainwaterfamilylaw.legal 12/3/2024 6:31:31 PM SENT

Joseph DiCecco jdicecco@grsm.com 12/3/2024 6:31:31 PM SENT

John Coselli III jcoselli@grsm.com 12/3/2024 6:31:31 PM SENT

Dennis Slate 24029836 Service@Slatelaw.com 12/3/2024 6:31:31 PM SENT

Nicholas Ocampo nocampo@grsm.com 12/3/2024 6:31:31 PM SENT

E Service e-service@bohreerlaw.com 12/3/2024 6:31:31 PM SENT

E. Michelle Bohreer michelle@bohreerlaw.com 12/3/2024 6:31:31 PM SENT

Lisa Lim llim@grsm.com 12/3/2024 6:31:31 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Lisa Lim on behalf of Joseph DiCecco Bar No. 5812520 llim@grsm.com Envelope ID: 94904449 Filing Code Description: Counter Claim/Cross Action/Interpleader/Intervention/Third Party Filing Description: Third-Party Petition Status as of 12/4/2024 11:46 AM CST

Case Contacts

Lisa Lim llim@grsm.com 12/3/2024 6:31:31 PM SENT

Sharon Taylor sharont@bohreerlaw.com 12/3/2024 6:31:31 PM SENT

Pritesh Soni pritesh@bohreerlaw.com 12/3/2024 6:31:31 PM SENT

Derek DRollins DRollins@Shackelford.law 12/3/2024 6:31:31 PM SENT

Joshua HNortham jnortham@shackelford.law 12/3/2024 6:31:31 PM SENT Filed 12/20/2024 5:37 PM Beverley McGrew Walker District Clerk Fort Bend County, Texas Vanessa Vasquez

NO. 24-DCV-318087

IN THE MATTER OF § IN THE DISTRICT COURT THE MARRIAGE OF § § TIFFANY LYNN SEBASTIAN § AND § MICHAEL JEFFREY SEBASTIAN § § AND IN THE INTEREST OF § , A CHILD § § § MICHAEL JEFFREY SEBASTIAN and § TIFFANY LYNN SEBASTIAN, § INDIVIDUALLY, ON BEHALF OF THE § SEBASTIAN COMMUNITY ESTATE, § AND DERIVATIVELY ON BEHALF OF § THE CLASSIC DEALERSHIPS, and § 16835 CADET PARTNERS, LLC § Third-Party Plaintiffs, § 387TH JUDICIAL DISTRICT § v. § § T. BENTLY DURANT, THOMAS R. § DURANT, THE DURANT CLASSIC § DYNASTY TRUST, MICHAEL A. § WARD, 8100 PARTNERS, LTD., 8100 § MANAGEMENT LLC, 8705 § PARTNERS, LTD., and 8705 § MANAGEMENT LLC § Third-Party Defendants. § § FORT BEND COUNTY, TEXAS

FIRST AMENDED THIRD-PARTY PETITION

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW Michael Jeffrey Sebastian, Tiffany Lynn Sebastian, the Classic Dealerships

(as defined below), and 16835 Cadet Partners, LLC (collectively, “Third-Party Plaintiffs”) and file

this First Amended Third-Party Petition. In support thereof, Third-Party Plaintiffs would

respectfully show unto this Court the following: 1 Exhibit 6 I. DISCOVERY PLAN

1. Third-Party Plaintiffs intend to conduct discovery under Level 2 of Texas Rule of Civil

Procedure 190.

II. CLAIM FOR RELIEF

2. Third-Party Plaintiffs seek monetary relief of over $1,000,000 and non-monetary relief

under Texas Rule of Civil Procedure 47.

III. PARTIES

Third-Party Plaintiffs

3. This suit is brought by Michael Jeffrey Sebastian (“Jeff Sebastian”), individually, and as a

member of the community estate of Jeff Sebastian and Tiffany Sebastian (the “Sebastian Estate”).

Jeff Sebastian is a natural person who resides in Fort Bend County, Texas, and may be served

through the undersigned counsel.

4. This suit is also brought by Tiffany Sebastian (“Tiffany Sebastian”), individually, and as a

member of the Sebastian Estate. Tiffany Sebastian is a natural person who resides in Fort Bend

County, Texas, and may be served through the undersigned counsel. Tiffany Sebastian and Jeff

Sebastian are sometimes referred to collectively herein as “the Sebastians.”

5. This suit is additionally brought by the Sebastians derivatively, on behalf of the following

entities (collectively, the “Classic Dealerships”) against the Third-Party Defendants named herein.

a. CLASSIC CHEVROLET SUGAR LAND, LLC, a Texas limited liability company

whose registered office is located at 1101 State Highway 114, Grapevine, Texas

76099 and whose principal office is located at 13115 Southwest Freeway, Sugar

Land, TX 77478.

2 b. CLASSIC CHEVROLET WEST HOUSTON, LLC, a Texas limited liability

company whose registered office is located at 1101 State Highway 114, Grapevine,

Texas 76099 and whose principal office is located at 8100 S Texas 6, Houston, TX

77083.

c. CLASSIC ELITE BUICK GMC, INC., a Texas corporation whose registered office

is located at 1101 State Highway 114, Grapevine, Texas 76099 and whose principal

office is located at 16835 Katy Fwy, Houston, TX 77094.

6. This suit is additionally brought by the Sebastians derivatively, on behalf of 16835 Cadet

Partners, LLC (“Cadet”), a Texas limited liability company whose registered office is located at

1101 State Highway 114, Grapevine, Texas 76099.

Third-Party Defendants

7. T. Bently Durant (“Bently Durant”) is Third-Party Defendant herein and a natural person

who is a resident of Tarrant County, Texas. Bently Durant may be served at 1101 State Highway

114, Grapevine, Texas 76099, or wherever he may be found.

8. Thomas R. Durant (“Tom Durant”) is a Third-Party Defendant herein and a natural person

who is a resident of Tarrant County, Texas. Bently Durant may be served at 1101 State Highway

114, Grapevine, Texas 76099, or wherever he may be found.

9. The Durant Classic Dynasty Trust (“Dynasty Trust”) is a Third-Party Defendant and a

Texas trust. The Dynasty Trust may be served with process by serving its Trustee, Marin “Mark”

Escamilla, at 1101 State Highway 114, Grapevine, Texas 76099, or wherever Trustee may be

found. Bently Durant, Tom Durant, and the Dynasty Trust are sometimes collectively referred to

herein as “the Durant Defendants.”

3 10. Michael A. Ward (“Mike Ward”) is a Third-Party Defendant herein and a natural person

who is a resident of Denton County, Texas. Mike Ward may be served at 1422 Amherst Drive,

Denton, Texas 76201, or wherever he may be found.

11. 8100 Partners, LTD. (“8100 Partners”) is a Third-Party Defendant and a Texas limited

partnership. 8100 Partners can be served through its registered agent, Thomas R. Durant, or any

officer, director, or partner of 8100 Partners, at 1101 State Highway 114, Grapevine, Texas 76099,

or wherever they may be found.

12. 8100 Management LLC (“8100 Management”) is a Third-Party Defendant and a Texas

limited liability company. 8100 Management can be served through its registered agent, Thomas

R. Durant, or any officer or director of 8100 Management, at 1101 State Highway 114, Grapevine,

Texas 76099, or wherever they may be found.

13. 8705 Partners, LTD. (“8705 Partners”) is a Third-Party Defendant and a Texas limited

partnership. 8705 Partners can be served through its registered agent, Thomas R. Durant, or any

officer, director, or partner of 8705 Partners, at 1101 State Highway 114, Grapevine, Texas 76099,

or wherever they may be found.

14. 8705 Management LLC (“8705 Management”) is a Third-Party Defendant and a Texas

limited liability company. 8100 Management can be served through its registered agent, Thomas

R. Durant, or any officer or director of 8100 Management, at 1101 State Highway 114, Grapevine,

Texas 76099, or wherever they may be found. 8100 Partners, 8100 Management, 8705 Partners,

and 8705 Management are sometimes collectively referred to herein as “the Real Estate

Defendants.”

4 IV. JURISDICTION AND VENUE

15. The Court has subject-matter jurisdiction over the lawsuit because the amount in

controversy exceeds the minimum jurisdictional limits of this Court.

16. The Court has personal jurisdiction over all parties to the litigation because they are

individual residents of Texas, or are legal entities organized and exist under the laws of the state

of Texas that are registered to and conduct business in Texas.

17. Venue is proper in Fort Bend County, Texas pursuant to Texas Civil Practice & Remedies

Code sections 15.002 and 15.005, as it is the county in which the underlying divorce occurred, and

it is where all or a substantial part of the events or omissions giving rise to the claim occurred.

18. Venue is mandatory in Fort Bend County, Texas under Texas Civil Practice & Remedies

Code section 64.071 and Texas Business Organizations Code section 11.402 because this is a suit

to appoint a receiver for a corporation (or corporations) with property in Texas, and this is the

county where the principal office of the corporation is located. Concerning venue, “’[p]rincipal

office’” means a principal office of the corporation, unincorporated association, or partnership in

this state in which the decision makers of the organization within this state conduct the daily affairs

of the organization. Tex. Civ. Prac. & Rem. Code § 15.001(a). This suit seeks to appoint a receiver

for the Classic Dealerships and Cadet, the principal offices of which for the purposes of venue are

in Fort Bend County, Texas.

V. FACTUAL BACKGROUND

19. Jeff and Tiffany Sebastian are spouses who have been married for more than twenty years

prior to the filing of this divorce proceeding. They met one another in Houston in 1998 at a time

when they both were launching careers in the local automotive industry. In fact, Tiffany started

5 work at a small used car dealership on the west side of town that summer and Jeff joined her shortly

thereafter.

20. By the following year, the Sebastians were married and had worked hard to ensure that,

separately and together, they were a recognized force in the automotive sales industry. As the

decades subsequently passed, they continued to develop a massive talent for sales, management,

and economics, and created a vast professional network and strong reputations for driving growth

and profit.

Classic Chevrolet Sugar Land

21. In 2016, that dedication and ambition led Jeff Sebastian to accept a position as General

Manager of Classic Chevrolet Sugar Land. At that time, the Sugar Land dealership was principally

owned by Defendant Tom Durant and suffered from poor performance under current

management.1 Accordingly, the Sebastians identified it as an opportunity to further prove their

effectiveness in the Houston market with the anticipation that such efforts would generate an

opportunity for partnership. With that goal in mind, the Sebastians set to work with Jeff serving as

the name General Manager and Tiffany working directly alongside him. Through their combined

efforts, the Sebastians ultimately caused Classic Chevrolet Sugar Land to tectonically shift from a

struggling enterprise to a dominant industry presence. In fact, after only a few short years of

exponential growth under the Sebastians’ management, Classic Chevrolet Sugar Land became one

of the top performing Chevrolet dealers in the entire country.

22. Based on that success, the Sebastians were invited to become owners of Classic Chevrolet

Sugar Land, LLC and acquired a Membership Interest in the company in 2018.2 The Class A

1 The other Member of Classic Chevrolet Sugar Land, LLC were/are Defendants Bently Durant and the Durant Classic Dynasty Trust. 2 On January 1, 2018, Jeff Sebastian (and the Sebastian Estate) purchased a 30% Class A Membership 6 Members of Classic Chevrolet Sugar Land became Jeff Sebastian, Defendant Tom Durant, and

Defendant Bently Durant, and the Class B Members became Jeff Sebastian, Defendant Dynasty

Trust, Defendant Tom Durant, and Defendant Bently Durant. Meanwhile, both Sebastians

continued to operate the dealership, with Jeff being elevated to managing partner and Dealer-

Operator.

Classic Chevrolet West Houston

23. The Sebastians also located, spear-headed, and became partners with the Durant

Defendants in the purchase and management of Classic Chevrolet West Houston, LLC in 2019.3

At that time, Classic Chevrolet West Houston was an AutoNation dealership in total collapse.

However, given the Sebastians’ tireless pursuit of efficiency and growth, it quickly became a Top

10 performing Chevrolet dealer in Houston.

24. The Class A Members of Classic Chevrolet West Houston became Jeff Sebastian and

Defendant Tom Durant, and the Class B Members became Jeff Sebastian, Defendant Tom Durant,

and Defendant Dynasty Trust. Meanwhile, both Sebastians operated the dealership, with Tiffany

Sebastian serving as Executive Manager until 2023—when she became Executive Manager of

Classic Elite Buick GMC, Inc.—and Jeff Sebastian serving as Dealer-Operator.

Classic Elite Buick GMC

25. The Sebastians were also integral in the purchase and management of Classic Elite Buick

GMC, Inc., another Houston dealership, in 2023.4 And, like the other dealerships the Sebastians

Interest, and a 29.7% Class B Membership Interest, in Classic Chevrolet Sugar Land, LLC. 3 On November 29, 2019, Jeff Sebastian (and the Sebastian Estate) purchased a 51% Class A Membership Interest, and a 39.49% Class B Membership Interest, in Classic Chevrolet West Houston, LLC. 4 On January 26, 2023, Jeff Sebastian (and the Sebastian Estate) purchased a 51% Class A Membership Interest, and a 19.49% Class B Membership Interest, in Classic Elite Buick GMC, Inc.

7 operate, the GMC store became a top performing Houston GMC dealer. The Class A Shareholders

of Classic Elite Buick GMC became Jeff Sebastian and Defendant Tom Durant, and the Class B

Shareholders became Jeff Sebastian, Tiffany Sebastian, and Defendant Dynasty Trust. Meanwhile,

both Sebastians operated the dealership, with Tiffany Sebastian serving as Executive Manager and

Jeff Sebastian served as Dealer-Operator.

26. On May 1, 2023, Classic Elite Buick GMC, Inc. entered into a Lease Agreement (“Lease”)

with 16835 Cadet Partners, LLC which is the owner of the real property upon which the Classic

Dealership operates at 16835 Katy Freeway. The Class A Shareholders of Cadet are Jeff Sebastian

and Defendant Tom Durant, and the Class B Shareholders of Cadet are Jeff Sebastian, Tiffany

Sebastian, and Defendant Dynasty Trust.

Accolades for the Sebastians and Community Property

27. By 2024, the Sebastians were far and away the most successful and profitable partners

within the whole Durant Organization. The Sebastians and the dealerships they operated received

numerous prestigious accolades and awards from the manufacturers and the Durant Organization.

Neither Jeff nor Tiffany Sebastian had ever received a warning or as much as a write up. In fact,

the Sebastians were commonly recognized as one of the best partners within the Durant

Organization. Indeed, the Sebastians co-owned and operated a total of three dealerships—that were

staffed with approximately 600 trained employees, preferred by the manufacturers, and generating

incredible profits—as well as the Cadet property. The Sebastians’ interest in the Classic

Dealerships, 16835 Cadet Partners and 8100 Partners represent the largest community assets in the

pending divorce and mandate protection against reductions their fair market value and the

consequent diminution of the value of the community estate.

8 28. Unfortunately, however, the Sebastians soon learned that success and money can also

generate greed and theft.

The Durant Conspiracy and Scheme

29. In this case, the Durant Defendants began to conspire with one another, as well as one of

their local operators, Defendant Mike Ward, to unjustifiably expel the Sebastians from Cadet and

the Classic Dealerships in contravention of the entities’ governing agreements and applicable law.

The conspiracy actually developed into a complete plan to strip the Sebastians of 100% of their

Member/Shareholder Interests in Cadet and the Classic Dealerships without payment of just

compensation therefore, in a scheme to divert millions of dollars in equity and profits owed to the

Sebastians over to the Durant Defendants. Moreover, the Durant Defendants and Mike Ward began

to implement their plan in the summer of 2024.

30. By way of example, the Durant Defendants began reaching out to the Sebastians

individually with the intent of separating and dividing the couple and increasing conflict among

them. In fact, after ousting Jeff Sebastian in late July 2024, the Durant Defendants relocated Mike

Ward, a general manager, from Dallas to Houston and planted him in the Classic Dealerships with

a mission of creating division, dissension, and relaying personal information about the Sebastians

back to the Durant Defendants. The Durant Defendants then worked with Mike Ward to utilize

that information to disparage the Sebastians’ character and capabilities, both publicly and

privately, endeavoring to erode/diminish the Sebastians’ control of the Classic Dealerships and the

Sebastians’ professional reputation. The Durant Defendants and Mike Ward also executed

expensive and unnecessary service contracts, cut ties with local vendors, fired experienced staff

members, hired new staff members, restructured operations, and re-allocated time and resources

to wasteful projects over the objections of the Sebastians. Upon information and belief, the Durant

9 Defendants and Mike Ward continue to aggressively pursue such activities, which cripple and

irreparably damage the Classic Dealerships, Cadet, and the Sebastians.

31. Eventually and unceremoniously, after the Durant Defendants purported to fire Jeff

Sebastian on July 22, 2024, they then followed by illegally terminating Tiffany Sebastian on

September 13, 2024, and replaced Jeff and Tiffany with select loyalists, including the same

individual who helped orchestrate their scheme, Mike Ward. The Durant Defendants and Mike

Ward then completely ignored the Sebastians’ management and control, immediately causing the

Sebastians’ access to all Cadet and Classic Dealership information to be severed at the time of

their purported terminations—including access to all books and records, account information,

budgets, inventory and sales data, payroll records, and emails—and then refusing to make required

payments and distributions to the Sebastians in their capacity as owners. Instead, the Durant

Defendants quickly began diverting millions of dollars in distributable revenue away from the

Sebastians and back to themselves, including by pouring Classic Dealership money into needless

capital improvements at the Classic Dealership locations that only inure to the benefit of the

property owners, which happen to be the Real Estate Defendants, which in turn are majority-owned

by the Durant Defendants. In Classic Elite GMC, for example, cash was reduced by more than

$10 million in the month of November alone. It is a blatant and shameless kickback and self-

dealing scheme.

32. These illegal and self-interested measures constitute an effort to cause a short-term

devaluation of the Classic Dealerships and to diminish the Sebastians’ contractually anticipated

financial liquidity in order to leverage their cooperation. On numerous occasions, Jeff Sebastian

asked to speak directly with Tom Durant, but was told by Bently Durant, that “in no way, shape,

or form” would he be allowed to do so. Jeff also pleaded for access to his emails, communication

10 threads, and basic financial information on multiple occasions. On each occasion, the Durant

Defendants denied his pleas and told him to stay away from the business and the dealerships.

33. Now, the Durant Defendants have demanded that the Sebastians relinquish 100% of their

Membership/Shareholder Interests in Cadet, 8100 Partners, all three Classic Dealerships for a

pitiable fraction of their true value in violation of a myriad of contractual and fiduciary obligations,

including the Classic Dealerships’ Management Agreements, and a Buy-Sell Agreement the

parties executed dated effective May 1, 2023. Therefore, the Sebastians and the Classic

Dealerships seek relief therefrom, including the issuance of a declaratory judgment and the critical

appointment of a Receiver for specific assets of the Classic Dealerships or their rehabilitation.

VI. CAUSES OF ACTION

Count 1 - Breach of Fiduciary Duty

34. All of the preceding paragraphs are incorporated herein as though fully set forth below.

35. Each of the Durant Defendants currently are, and have at all relevant times been, Officers,

Members, and/or Shareholders of Cadet and the Classic Dealerships. Specifically, Defendant Tom

Durant is a Member and Manager of Cadet, a Member and Director of Classic Chevrolet Sugar

Land, LLC, a Member and Manager of Classic Chevrolet West Houston, LLC, and a Shareholder

and President of Classic Buick GMC of Houston, Inc. Similarly, Defendant Bently Durant is a

Member/Shareholder of the Classic Dealerships, General Counsel to the Classic Dealerships and

Cadet, and Secretary of Classic Buick GMC of Houston, Inc. Likewise, Defendant Dynasty Trust

is a Member/Shareholder and Director of the Classic Dealerships and Cadet through its Trustee,

Mark Escamilla.

36. Consequently, the Durant Defendants each owe the following fiduciary duties to the

Sebastians, Cadet, and the Classic Dealerships:

11 a. Duty of loyalty and utmost good faith;

b. Duty of candor;

c. Duty to refrain from self-dealing;

d. Duty to act with integrity of the strictest kind;

e. Duty of fair, honest dealing; and

f. Duty of full disclosure.

37. Nevertheless, the Durant Defendants materially breached their fiduciary duties by, without

limitation, (i) conspiring to obstruct the Sebastians’ ability to successfully operate Cadet and the

Classic Dealerships, (ii) disparaging the Sebastians to one another and the public, both personally

and professionally, (iii) conspiring to and illegally and unjustly purporting to fire the Sebastians

from their employment with Cadet and the Classic Dealerships, (iv) conspiring to and illegally

cutting the Sebastians’ access to the corporate and financial information of Cadet and the Classic

Dealerships, (v) conspiring to and breaching the Membership and Management Agreements of

Cadet and the Classic Dealerships, (vi) conspiring to and illegally refusing to make Cadet and

Classic Dealership Member distributions, and (vii) illegally diverting Member/Shareholder profit

from Cadet and the Classic Dealerships to unapproved and wasteful projects that directly benefit

the Durant Defendants and their separate interests at the expense of the Sebastians, Cadet, and the

Classic Dealerships.

38. “It is settled as the law of this State that where a third party knowingly participates in the

breach of duty of a fiduciary, such third party becomes a joint tortfeasor with the fiduciary and is

liable as such.” Kinzbach Tool Co. v. Corbett-Wallace Corp., 138 Tex. 565, 574, 160 S.W.2d 509,

514 (1942). Mike Ward and the Real Estate Defendants knew the Durant Defendants were

fiduciaries and knowingly participated in the Durant Defendants’ breach of their fiduciary duties.

12 Thus, Mike Ward and the Real Estate Defendants are joint tortfeasors with the Durant Defendants

and are liable as such.

39. The Durant Defendants’, Ward’s, and the Real Estate Defendants’ breaches have caused,

and continue to cause, in excess of $10,000,000 in damages to the Sebastians (including the

Sebastian Estate), Cadet, and the Classic Dealerships. The Sebastians are therefore entitled to

recover actual damages, the equitable remedy of disgorgement, and exemplary damages from

Count 2 - Breach of Contract

40. All of the preceding paragraphs are incorporated herein as though fully set forth below.

a. The Management Agreements

41. The Durant Defendants and the Sebastians entered into a number of valid and enforceable

contracts that govern the management and operation of the Classic Dealerships. Those agreements

include the Limited Liability Company Agreement for Classic Chevrolet Sugar Land, LLC (“Sugar

Land Agreement”), the Company Agreement of Classic Chevrolet West Houston, LLC (“West

Houston Agreement”), the Bylaws of Classic Buick GMC of Houston, Inc. (“GMC Bylaws”), and

the Limited Liability Company Agreement for 16835 Cadet Partners, LLC (“Cadet Agreement”)

(collectively, the “Management Agreements”). However, the Durant Defendants proceeded to

materially breach terms of those Management Agreements at great cost to the Sebastians, Cadet,

and the Classic Dealerships.

42. Particularly, and without limitation, the Durant Defendants caused the Sebastians to be

removed from their employment/management positions at Cadet and the Classic Dealerships

without complying with the voting and approval requirements set forth in the Management

Agreements. The Durant Defendants have also caused Cadet and the Classic Dealerships to engage

in acts and expenditures that are directly adverse to the necessary and/or advisable interests of the

13 Sebastians, Cadet, and the Classic Dealerships, and in breach of the Management Agreements,

including (i) causing the Classic Dealerships to spend millions of dollars on wasteful capital

improvements to properties that the Classic Dealerships do not own (and which are instead

majority-owned by the Durant Defendants), (ii) preventing Cadet and the Classic Dealerships from

paying dividends/distributions to their owners, (iii) decreasing the Classic Dealerships’ revenue

and profitability, and (iv) damaging the Classic Dealerships’ valuable relationships and ability to

transact business within the industry.

43. The Durant Defendants’ material breaches of the Management Agreements have caused,

and continue to cause, in excess of $10,000,000 in damages to the Sebastians (including the

Sebastian Estate), Cadet, and the Classic Dealerships.

b. The Buy-Sell Agreement

44. Defendant Tom Durant, Defendant Dynasty Trust, and the Sebastians are also parties to a

Buy-Sell Agreement for Interests in Classic Chevrolet Sugar Land, LLC, Classic Chevrolet West

Houston, LLC, Classic Elite Buick GMC, Inc., and 16835 Cadet Partners, LLC (the “Buy-Sell

Agreement”). The Buy-Sell Agreement governs certain rights and restrictions pertaining to the

sale or transfer of the parties’ ownership interests in Cadet and the Classic Dealerships, including

a rendition of the purchase options and the means/methods of determining share price if such

options are validly exercised. In particular, the Buy-Sell Agreement stipulates that an option to

purchase the Sebastians’ interest in Cadet and the Classic Dealerships shall arise upon the

occurrence of certain events, including “the cessation of the performance of the Dealership

Business Duties of the Sebastians (including termination of either of the Sebastians as an officer

or Manager of the LLC)”. Purportedly, Jeff Sebastian was terminated on July 22, 2024, which, by

14 contract, would have expressly triggered the applicable Buy-Sell Agreement and established the

Valuation Date.

45. In October, 2024, incident to the Sebastians’ unlawful firing/exclusion, Defendant Dynasty

Trust, by and through its Trustee, Mark Escamilla, issued an “Exercise of Option to Purchase”

letter (“Exercise Notice”) to the Sebastians stating that it was electing to repurchase all of the

Sebastians’ interest in Cadet and the Classic Dealerships. However, no valid triggering event had

occurred that would render that kind of involuntary repurchase demand an available option for

Defendant Dynasty Trust. Furthermore, the repurchase price demanded was and is directly

opposed to the valuation method dictated by the Buy-Sell Agreement.

46. As such, the repurchase demand made by Defendant Dynasty Trust is in direct breach and

violation of the Buy-Sell Agreement and has caused, and continues to cause, direct financial

damage to the Sebastians in excess of $10,000,000 for which they seek recovery by this lawsuit.

Count 3 - Suit for Declaratory Judgment

47. All of the preceding paragraphs are incorporated herein as though fully set forth below.

48. Pursuant to the Exercise Notice, Defendant Dynasty Trust demands that the Sebastians

relinquish 100% of their Shareholder/Membership interests in Cadet and the Classic Dealerships.

Moreover, Defendant Dynasty Trust demands that the Sebastians’ Cadet and Classic Dealership

shares be valued at a small fraction of what the applicable Buy-Sell Agreement requires.

49. Therefore, in accordance with Texas Civil Practice & Remedies Code sections 37.003 and

37.004, the Sebastians seek an affirmative judgment from the court declaring their right under the

Buy-Sell Agreement to receive fair market value for their Cadet and Classic Dealership shares in

the event of a buyout by any of the Durant Defendants, including Defendant Dynasty Trust. A

15 justiciable controversy related to the pricing of the Sebastians’ Classic Dealership shares exists

and will be resolved by the declaration sought.

Count 4 - Conversion

50. All of the preceding paragraphs are incorporated herein as though fully set forth below.

51. The Sebastians are entitled to certain property currently in the Durant Defendants’

possession and control – specifically, owner dividends and distributions from the revenues of

Cadet and the Classic Dealerships. The Durant Defendants unlawfully obtained such monies by,

without limitation, firing and excluding the Sebastians from Cadet and the Classic Dealerships,

cutting their access to the Cadet and Classic Dealership books and records, and diverting/re-

allocating millions of dollars owed to the Sebastians back to themselves and/or separate entities

that they own and control. The Durant Defendants have additionally demanded that the Sebastians

transfer their ownership interests in Cadet and the Classic Dealerships over to them in exchange

for a fraction of their contractual and marketable value.

52. The Sebastians are entitled to recover their converted property from the Durant Defendants,

as well as their actual and consequential damages caused thereby which exceed $10,000,000.

Count 5 – Money Had and Received

53. All of the preceding paragraphs are incorporated herein as though fully set forth below.

54. The Durant Defendants are in receipt and possession of millions of dollars that in equity

and good conscience belong to the Sebastians. Particularly, the Durant Defendants obtained such

monies from the Sebastians by, without limitation, firing and excluding the Sebastians from Cadet

and the Classic Dealerships, cutting their access to the Cadet and Classic Dealership books and

records, and diverting/re-allocating millions of dollars owed to the Sebastians back to themselves

16 and/or separate entities that they own and control. The Durant Defendants have additionally

demanded that the Sebastians transfer their ownership interests in Cadet and the Classic

Dealerships over to them in exchange for a fraction of their contractual and marketable value.

55. Accordingly, the Sebastians are entitled to recover such monies from the Durant

Defendants, as well as their actual and consequential damages caused thereby which exceed

$10,000,000.

Count 6 - Tortious Interference with a Contract

56. All of the preceding paragraphs are incorporated herein as though fully set forth below.

57. Defendant Mike Ward willfully, intentionally, and tortiously interfered with the

performance of the Management Agreements and the Buy-Sell Agreement. Particularly, he lied to

and conspired with the Durant Defendants in an aggressive yet calculated campaign to cause a

breach of the Agreements for his own personal gain.

58. Prior to the summer of 2024, Defendant Mike Ward was the General Manager of another

automotive dealership that the Durant family owns in Grapevine, Texas. As such, Defendant Ward

knew from experience the Grapevine dealership does not present the same level of

professional/financial opportunity and partnership potential that Cadet and the Classic Dealerships

do – particularly if their owners and managers (i.e., the Sebastians) were forcibly expelled.

59. Therefore, Defendant Ward engaged in an effort to ensure that the Sebastians’ unjust

expulsion from Cadet and the Classic Dealerships in violation of the Agreements actually

occurred. Particularly, and without limitation, Defendant Ward proceeded to re-locate to Houston

and relayed materially false information about the Sebastians’ and their professional capabilities

to the Durant Defendants, the Cadet and Classic Dealership employees, and other key figures in

the automotive industry. He also made derogatory and sexist comments about Tiffany Sebastian,

17 peddled deceit, and was an avid force in the decision to systematically fire the Sebastians.

Meanwhile, Defendant Ward inserted himself into a de facto management position at the Classic

Dealerships.

60. Defendant Ward’s targeted acts of contractual interference unfortunately paid off in the

summer of 2024 in that they were a proximate cause of the Sebastians’ professional and financial

eviction from Cadet and the Classic Dealerships in direct violation of the Agreements. Defendant

Ward’s intentional malfeasance has caused the Sebastians to suffer in excess of $10,000,000 in

financial and non-financial damage.

Count 7 –Fraud by Misrepresentation

61. All of the preceding paragraphs are incorporated herein as though fully set forth below.

62. The Sebastians and the Durant Defendants were parties to multiple transactions involving

stock.

63. During the transactions, the Durant Defendants made a false promise to the Sebastians with

the intent not to fulfill it, and the promise was material to the transaction. The promise concerned

the valuation of the Sebastians’ stock ownership and the attendant rights of access and control,

which was material to the Sebastians’ acquiring the stock. It is clear by the conduct of the Durant

Defendants that they had no intention of fulfilling their promises to the Sebastians.

64. The Durant Defendants made the false promise for the purpose of inducing the Sebastians

to enter into the contracts.

65. The Sebastians justifiably relied on the Durant Defendants’ false promise by entering into

the contract. Had the Sebastians known that the Durant Defendants would unjustifiably and

illegally terminate their access and control associated with their ownership of stock and would

engage in self-dealing conduct to devalue the Sebastians’ stock, the Sebastians would not have

18 entered into the agreement. The Sebastians justifiably relied on the guiding principle of law-

abiding citizens—do not engage in unlawful and tortious conduct.

66. The Durant Defendants’ false promise proximately caused injury to the Sebastians

resulting in damages in excess of $10,000,000.00.

67. The Durant Defendants violated Texas Business & Commerce Code section 27.01, which

is the basis of this suit, with actual awareness of the falsity of their representation or promise,

which entitled the Sebastians to exemplary damages under section 27.01(c).

68. The Sebastians are entitled to recover reasonable and necessary attorney fees, expert-

witness fees, court costs, and costs for copies of depositions under Texas Business & Commerce

Code section 27.01(e).

Count 8 –Fraudulent Transfer

69. The Durant Defendants made transfers and incurred obligations with the actual intent to

hinder, delay, or defraud the Sebastians concerning value of their stock. The Durant Defendants

made transfers to and incurred obligations from entities that are owned and controlled by the

Durant Defendants, such as the Real Estate Defendants. Thus, the Real Estate Defendants are

insiders under the definition of the Texas Uniform Fraudulent Transfer Act (“TUFTA”), Tex. Bus.

& Com. Code section 24.001, et seq. See Tex. Bus. & Com. Code § 24.002(7). Therefore, these

transfers of assets from the Classic Dealerships to the Real Estate Defendants by the Durant

Defendants are fraudulent as to the Sebastians.

70. The transfers were done with actual intent because (1) the transfers were to insiders; (2)

the Durant Defendants ostensibly retained possession or control of the property transferred after

the transfer; (3) the transfer was concealed from Plaintiff; (4) the Durant Defendants have

absconded and concealed the assets; (5) upon information and belief, the Classic Dealerships

19 received no consideration for the assets transferred; and (6) the transfer occurred proximate to the

incursion of a substantial payout to the Sebastians as a result of the divorce proceedings. See Tex.

Bus. & Com. Code § 24.005(b).

71. Therefore, the Sebastians seek (1) avoidance of the transfer(s) or obligation(s) to the extent

necessary to satisfy their claims; (2) an attachment or other provisional remedy against the asset(s)

transferred or other property of the transferee in accordance with the applicable Texas Rules of

Civil Procedure and the Civil Practice & Remedies Code relating to ancillary proceedings; and/or

(3) subject applicable principles of equity and in accordance with applicable rules of civil

procedure: (A) an injunction against further disposition by the debtor or a transferee, or both, of

the asset(s) transferred or of other property; (B) appointment of a receiver to take charge of the

asset transferred or other property of the transferee; or (C) any other relief the circumstances may

requires. See Tex. Bus. & Com. Code § 24.008(a).

72. The Sebastians also request that the court award them the costs and reasonable attorney

fees as are equitable and just incurred by the Sebastians in the prosecution of their rights. See Tex.

Bus. & Com. Code § 24.013.

VII. APPLICATION FOR APPOINTMENT OF RECEIVER FOR SPECIFIC ASSETS AND/OR TO REHABILITATE

73. All of the preceding paragraphs are incorporated herein as though fully set forth below.

74. The Sebastians, Cadet, and the Classic Dealerships are entitled to the appointment of a

receiver to preserve the financial assets of Cadet and the Classic Dealerships, as well as the

Sebastians’ owner-interests therein and/or to rehabilitate Cadet and the Classic Dealerships,

pursuant to Texas Civil Practice & Remedies Code section 64.001(3) et. seq.; Texas Business

Organizations Code section 11.401, et seq.; Texas Business & Commerce Code section 24.008;

20 and the laws of equity. Indeed, the Sebastians, and the Sebastian Estate, own a right to a substantial

percentage of the equity and profits of Cadet and the Classic Dealerships as core

Members/Shareholders. In fact, Jeff Sebastian presently owns a majority of the Class A voting

shares of Classic Buick GMC of Houston, Inc. and Classic Chevrolet of West Houston, LLC.

Furthermore, the Durant Defendants, in their capacity as de facto “governing persons” of Cadet

and the Classic Dealerships, since the unlawful and unjustifiable exclusion of the Sebastians, have

taken actions that are illegal, oppressive, and fraudulent and have misapplied or wasted the

property of Cadet and the Classic Dealerships. See Tex. Bus. Org. Code § 11.404(A)(1)(C) and

(D).

75. Similarly, Cadet and the Classic Dealerships have a right and interest in/to the property

they own, as well as in preventing waste, loss, and injury associated with their businesses and

equity.

76. As described above, and supported by the affidavits attached hereto, the Durant Defendants

have, are, and will continue to (i) deny Member/Shareholder access to the Cadet and Classic

Dealerships’ books and records, (ii) deny Member/Shareholder access to the Cadet and Classic

Dealerships’ budgets and accounting records, (iii) prevent Cadet and the Classic Dealerships from

distributing contractual payments and distributions owed to their Members/Shareholders, (iv)

transfer all profits, and additional revenues, generated by Cadet and the Classic Dealerships to

themselves and the various entities they own and control, (v) implement inventory pricing and

sales policies that significantly depress Cadet and the Classic Dealerships’ revenues and profits,

(vi) implement contracting, spending, pricing, and sales protocols for that depress the equitable

value of Cadet and the Classic Dealerships, and (vii) initiate transactions that negatively impact

Cadet and the Classic Dealerships’ ability to conduct business in the local automotive industry.

21 77. Further, the Sebastians, as major or majority Members/Shareholders of Cadet and the

Classic Dealerships, maintain a right and obligation to enforce the Cadet and Classic Dealerships’

Management Agreements for purposes of preventing waste, loss, and corporate abuse. They are

also entitled to the preservation and distribution of their ownership interests in the Cadet and

Classic Dealerships’ valuable property. Such property is currently either already removed, or in

severe danger of being lost, removed, or damaged, in such a way that is materially adverse to the

purpose of Cadet and the Classic Dealerships.

78. Therefore, the Sebastians, Cadet, and Classic Dealerships petition the Court to appoint a

receiver to protect and conserve the purpose and interests of Cadet and the Classic Dealerships

during the pendency of this lawsuit between its Members/Shareholder. Injunctive relief will not

protect such interests as the Durant Defendants have forcefully taken (and maintain in) full

possession and control of Cadet and the Classic Dealerships and have demonstrated that they will

continue to act in violation of any restraints placed on them. They have already breached their

fiduciary duties, disregarded multiple key agreements (the Management Agreements and the Buy-

Sell Agreement), fraudulently transferred assets, and have illegally converted in excess of

$3,000,000 in the past several months alone.

79. The Sebastians, Cadet, and Classic Dealerships specifically request that the Court order the

appointment of a receiver with all power and authority to take possession and control of the

following property and business:

a. All Member Units/Shares of Cadet and the Classic Dealerships, including

distributions, payments, transfers, conveyances, sales, acquisitions, and options;

b. All expenditures made from the revenues of Cadet and the Classic Dealerships to

the extent such expenditures are out of the ordinary course of daily business,

22 including expenditures in excess of $10,000 and expenditures associated with any

renovations or capital improvements to Cadet and/or the Classic Dealership

properties;

c. All actions/inactions that may cause Cadet and/or the Classic Dealerships to accrue

any financial obligations or debts that are outside of the ordinary course of daily

business, including any financial obligations or debts associated with any

renovations or capital improvements to Cadet and/or the Classic Dealerships;

d. Modifications or amendments to any existing contracts/agreements to which Cadet,

the Classic Dealerships, or their affiliates are a party, including any real property

lease agreements, credit agreements, and marketing agreements;

e. All Management/C-Suite decisions pertaining to the hiring, firing, removal,

promotion, or demotion of Cadet and/or Classic Dealership department leadership;

f. All actions that serve to transfer Cadet and/or Classic Dealership revenues to any

Member or Shareholder of Cadet or the Classic Dealerships either directly or

indirectly.

VIII.

ACTION FOR AUDIT UNDER RULE 172,

80. All of the preceding paragraphs are incorporated herein as though fully set forth below.

81. Third-Party Plaintiffs are owners of each of the Classic Entities.

82. Under the applicable Company Agreements, Third-Party Plaintiffs are entitled to certain

monetary benefits arising from the operations of Cadet and each of the Classic Dealerships.

83. Third-Party Plaintiffs are without knowledge of the amount of profit realized or to be

realized by, or the distributions required to be made by each of the Classic Dealerships (other than

23 distribution that would have resulted in $3.5 million paid to Third-Party Plaintiffs and the

Community, which the Durant Defendants, advised had been reallocated for unnecessary capital

expenditures, including self-dealing transactions), or other amounts due to Third-Party Plaintiffs

under the applicable Company Agreements. Further, despite repeated requests, Third-Party

Plaintiffs have been unable to obtain from Cadet and the Classic Dealerships documentation for

these aspects of Cadet and each of the Classic Dealerships’ financial affairs. Third-Party Plaintiffs

cannot obtain such knowledge, ascertain those amounts, or receive relevant documentation without

an accounting from Cadet and each of the Classic Dealerships. To the extent such audit reveals

monies transferred from Cadet or any of the Classic Dealerships to any other dealership or entity

owned by the Durant Defendants, Third-Party Petitioners contend an audit of each such dealership

or entity should be ordered.

84. Third-Party Plaintiffs seek to have an auditor appointed under Rule 172 to audit the books

and records of Cadet and each of the Classic Dealerships. Third-Party Plaintiffs anticipate the

Auditor will discover further breaches of fiduciary duty by the Durant Defendants. The Durant

Defendants should be ordered to pay all costs associated with such audits.

IX. ENTITLEMENT TO EXEMPLARY DAMAGES AND ATTORNEY FEES

85. All of the preceding paragraphs are incorporated herein as though fully set forth below.

86. The Durant Defendants and Defendant Mike Ward have engaged in the acts described

herein intentionally, in bad faith, with malice, and with willful disregard for the critical interests

of the Sebastians, Cadet, and the Classic Dealerships. Accordingly, the Sebastians, Cadet, and the

Classic Dealerships are entitled to exemplary damages against the Durant Defendants and

Defendant Mike Ward, jointly and severally, pursuant to Texas Civil Practice & Remedies Code

section 41.003.

24 87. The actions of the Durant Defendants and Defendant Mike Ward have also required the

retention of the undersigned counsel to prosecute, defend, and enforce the Sebastians’, Cadet’s,

and the Classic Dealerships’ legal and equitable interests. Therefore, the Sebastians, Cadet, and

the Classic Dealerships are additionally entitled to an award of their reasonable and necessary

attorney fees against the Durant Defendants and Defendant Mike Ward, jointly and severally,

pursuant to Texas Civil Practice & Remedies Code section 38.001.

X. CONDITIONS PRECEDENT

88. All conditions precedent to the Sebastians’, Cadet’s, and the Classic Dealerships’ claims

for relief have been performed or occurred.

XI. RULE 193.7 NOTICE

89. Pursuant to Texas Rule of Civil Procedure 193.7, the Sebastians, Cadet, and the Classic

Dealerships hereby give notice to all parties that any documents produced may be used against the

party producing the documents at any pretrial proceeding and/or trial of this matter without

necessity of authenticating the documents.

PRAYER

For these reasons, the Sebastians, Cadet, and the Classic Dealerships pray that the Court,

after notice and hearing or trial, render judgment, jointly and severally, against the Durant

Defendants and Defendant Mike Ward for the following:

a. Actual damages;

b. Consequential damages;

c. Disgorgement;

d. Exemplary damages;

25 e. Attorney fees;

f. Litigation costs and costs of court;

g. Appointment of a receiver;

h. Pre-judgment and post-judgment interest; and

i. All other relief to which Third Party Plaintiffs may be justly entitled, as law or in

equity.

Respectfully submitted,

GORDON REES SCULLY MANSUKHANI LLP

By: /s/ Joseph W. DiCecco Joseph W. DiCecco State Bar No. 05812520 jdicecco@grsm.com John A. Coselli State Bar No. 24100163 jcoselli@grsm.com Nicholas A. Ocampo State Bar No. 24126423 nocampo@grsm.com 1900 West Loop South, Suite 1000 Houston, Texas 77027 (713) 490-4879 - Telephone (713) 961-3938 – Facisimile

ATTORNEYS FOR THIRD-PARTY PLAINTIFF, TIFFANY LYNN SEBASTIAN, INDIVIDUALLY, ON BEHALF OF THE SEBASTIAN COMMUNITY ESTATE, AND DERIVATIVELY ON BEHALF OF CADET AND THE CLASSIC DEALERSHIPS

26 SCHEEF & STONE, L.L.P.

By: /s/ J. Mitchell Little J. Mitchell Little State Bar No. 24043788 mitch.little@solidcounsel.com Steven Ovando State Bar No. 24128862 steven.ovando@solidcounsel.com 2600 Network Blvd., Suite 400 Frisco, Texas 75034 (214) 472-2100 Telephone (214) 472-2150 Telecopier ATTORNEYS FOR THIRD-PARTY PLAINTIFF, TIFFANY LYNN SEBASTIAN, INDIVIDUALLY, ON BEHALF OF THE SEBASTIAN COMMUNITY ESTATE, AND DERIVATIVELY ON BEHALF OF THE CLASSIC DEALERSHIPS

-And-

BOHREER LAW FIRM PLLC

By: /s/ E. Michelle Bohreer E. Michelle Bohreer State Bar No. 06717100 Pritesh Soni State Bar No. 24063926 777 Post Oak Blvd., Ste 950 Houston, Texas 77056 Telephone: (832) 856-3006 Facsimile: (832) 856-2891 Emails: michelle@bohreerlaw.com pritesh@bohreerlaw.com E-service: e-service@bohreerlaw.com ATTORNEYS FOR THIRD-PARTY PLAINTIFF, MICHAEL JEFFREY SEBASTIAN, INDIVIDUALLY, ON BEHALF OF THE SEBASTIAN COMMUNITY ESTATE, AND DERIVATIVELY ON BEHALF OF CADET AND THE CLASSIC DEALERSHIPS

27 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Lisa Lim on behalf of Joseph DiCecco Bar No. 5812520 llim@grsm.com Envelope ID: 95574422 Filing Code Description: Amended Filing Filing Description: First Amended Third-Party Petition Status as of 12/23/2024 8:40 AM CST

Associated Case Party: TiffanyLynnSebastian

Name BarNumber Email TimestampSubmitted Status

Haley K.Burnside hburnside@fullenweider.com 12/20/2024 5:37:03 PM SENT

Nicole Ross nross@fullenweider.com 12/20/2024 5:37:03 PM SENT

Eliza Cabrera ecabrera@fullenweider.com 12/20/2024 5:37:03 PM SENT

Bobby Newman bknservice@bobbyknewman.com 12/20/2024 5:37:03 PM SENT

John Coselli III jcoselli@grsm.com 12/20/2024 5:37:03 PM SENT

Joseph DiCecco jdicecco@grsm.com 12/20/2024 5:37:03 PM SENT

Lisa Lim llim@grsm.com 12/20/2024 5:37:03 PM SENT

Nicholas Ocampo nocampo@grsm.com 12/20/2024 5:37:03 PM SENT

J. MitchellLittle mitch.little@solidcounsel.com 12/20/2024 5:37:03 PM SENT

Steven Ovando steven.ovando@solidcounsel.com 12/20/2024 5:37:03 PM SENT

Associated Case Party: MichaelJefferySebastian

Name BarNumber Email TimestampSubmitted Status

Marjorie Maxwell 24060239 eservicemam@dalefamilylaw.com 12/20/2024 5:37:03 PM SENT

Laura DDale eserviceldd@dalefamilylaw.com 12/20/2024 5:37:03 PM SENT

E. MichelleBohreer michelle@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

Pritesh Soni pritesh@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

E. Service e-service@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

Case Contacts

Name BarNumber Email TimestampSubmitted Status Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Lisa Lim on behalf of Joseph DiCecco Bar No. 5812520 llim@grsm.com Envelope ID: 95574422 Filing Code Description: Amended Filing Filing Description: First Amended Third-Party Petition Status as of 12/23/2024 8:40 AM CST

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Randall Wilhite 21476400 service@fullenweider.com 12/20/2024 5:37:03 PM SENT

Charlotte Rainwater 24007889 service@rainwaterfamilylaw.legal 12/20/2024 5:37:03 PM SENT

Joseph DiCecco jdicecco@grsm.com 12/20/2024 5:37:03 PM SENT

John Coselli III jcoselli@grsm.com 12/20/2024 5:37:03 PM SENT

Dennis Slate 24029836 Service@Slatelaw.com 12/20/2024 5:37:03 PM SENT

E Service e-service@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

E. Michelle Bohreer michelle@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

Sharon Taylor sharont@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

Lisa Lim llim@grsm.com 12/20/2024 5:37:03 PM SENT

Pritesh Soni pritesh@bohreerlaw.com 12/20/2024 5:37:03 PM SENT

Derek DRollins DRollins@Shackelford.law 12/20/2024 5:37:03 PM SENT

Joshua HNortham jnortham@shackelford.law 12/20/2024 5:37:03 PM SENT Exhibit 7 Exhibit 8 Derek D. Rollins 9201 N. Central Expressway A LIMITED LIABILITY PARTNERSHIP Fourth Floor ATTORNEYS & COUNSELORS Dallas, Texas 75231 (214) 780-1400 (Main) (214) 780-1401(Fax) drollins@shackelford.law

February 21, 2025

VIA EMAIL TO michelle@bohreerlaw.com E. Michelle Bohreer Bohreer Law Firm PLLC 777 Post Oak Blvd. Suite 950 Houston, Texas 77056

RE: Classic Chevrolet West Houston, LLC – Purported Notice of Special Meeting of Managers

Ms. Bohreer:

I write in response to your client’s purported February 18, 2025 Notice of Special Meeting of Managers (“the Notice”) of Classic Chevrolet West Houston, LLC (“the Company”). The Notice states that it is issued pursuant to Section 3.26 of the Company Agreement, dated as of November 29, 2019 (“the Agreement”).

Pursuant to the Notice, Mr. Sebastian apparently intends to convene a purported meeting of the Company Managers on Saturday, February 22, 2025 at 10:30 a.m., at The Law Office of Richard L. Tate, 206 S. 2nd St., Richmond, TX. According to the Notice, the stated purpose of the meeting is (i) the removal of Thomas R. Durant as a Manager pursuant to Section 3.20 of the Agreement; (ii) the appointment of a new Manager if Mr. Durant is removed; (iii) removal of Mr. Durant as the Company President; (iv) appointment of Mr. Sebastian as the Company President; and (v) compensation of the Managers.

As you are well aware, on July 22, 2024, a vote of no confidence in Mr. Sebastian’s management of the Company was taken by the members holding a majority in interest in the Company pursuant to that certain BuySell Agreement (“the BuySell”). As a result of the vote of no confidence, Mr. Sebastian was suspended, and then later permanently removed from all positions with the Company, including without limitation as an officer, employee, and Manager of the Company pending the repurchase of his interests in the Company pursuant to the BuySell. These facts were confirmed by you in written correspondence to the Company, Mr. Durant, and others dated September 17, 2024. Accordingly, Mr. Sebastian has no standing to notice or participate in any special meeting of the Company.

Indeed, neither Sebastian has the authority to take the proposed actions set forth in the Notice, which require a unanimous vote of the Managers. See Company Agreement, §§ 1.1(bb), 3.14. Furthermore, attendance of all Company Managers is required to meet a Quorum pursuant to section 3.27 of the Company Agreement.

Exhibit 9 Shackelford, McKinley & Norton, LLP Dallas Austin Fort Worth Houston New Orleans Michelle Bohreer, Esq. February 19, 2025 Page 2

For each of the foregoing independent reasons, Mr. Sebastian’s purported attempt notice a special meeting of the Company Managers is ineffective and unauthorized, as are any and all actions that Mr. Sebastian purports to take during any such meeting. Accordingly, Mr. Durant will not be attending the meeting, nor recognizing any purported actions taken during the same.

Sincerely,

Derek D. Rollins

cc: Client Joe DiCecco (via Email) Mitch Little (via Email)

Shackelford, McKinley & Norton, LLP Dallas Austin Fort Worth Houston New Orleans NO. 24-DCV-318087

IN THE MATTER OF § IN THE DISTRICT COURT OF THE MARRIAGE OF § § TIFFANY LYNN SEBASTIAN § AND § MICHAEL JEFFREY SEBASTIAN § § AND IN THE INTEREST OF § GRAYSON SEBASTIAN, A CHILD § § § MICHAEL JEFFREY SEBASTIAN and § TIFFANY LYNN SEBASTIAN, § INDIVIDUALLY, ON BEHALF OF THE § SEBASTIAN COMMUNITY ESTATE, AND § DERIVATIVELY ON BEHALF OF THE § CLASSIC DEALERSHIPS, and 16835 § CADET PARTNERS, LLC, § Third-Party Plaintiff, § 387TH JUDUCIAL DISTRICT § v. § § T. BENTLEY DURANT, THOMAS R. § DURANT, and THE DURANT CLASSIC § DYNASTY TRUST, § Third-Party Defendants, § § 8100 PARTNERS, LTD., AND § 8100 MANAGEMENT LLC, § Nominal Third-Parties. § FORT BEND COUNTY, TEXAS

JOINT EMERGENCY APPLICATION FOR TEMPORARY RESTRAINING ORDER AND TEMPORARY INJUNCTION

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW, Petitioner TIFFANY LYNN SEBASTIAN (“Tiffany”) and Respondent MICHAEL JEFFREY SEBASTIAN (“Jeff” and collectively “the Sebastians”), and file this Joint Emergency Application for Temporary Restraining Order and Temporary Injunction under Tex. R. Civ. P. 680 et seq. and in support thereof shows the following:

Factual Background

1. The Sebastians own the controlling management interest in Classic Chevrolet West Houston, LLC, with the right to control all management decisions related to the same. Jeff owns the controlling management interest in Classic Elite Buick GMC, Inc., giving him management control. The Sebastians also own a collective thirty (30%) percent ownership interest in Co-Defendants/Nominal Third-Party, Classic Chevrolet Sugar Land, LLC. The Community’s ownership interest in these dealerships (collectively, “Classic Dealerships”), along with ownership interests in other entities addressed in footnote 1 below

Sebastian--Emergency Application for TRO Exhibit 10 P a g e |1 represent more than ninety percent (90%) of the value of the Community estate.1

2. On July 22, 2024, the Third-Party Defendants (specifically the Durant Defendants as referred to herein) illegally kicked Jeff out of the dealerships. This action triggered the terms of a Buy-Sell Agreement signed by Jeff, Tiffany and the Third-Party Defendants on July 21, 2023. A copy of the Buy-Sell Agreement is attached hereto as EXHIBIT 1 and incorporated herein by reference. Tiffany was illegally ousted from the dealerships on September 13, 2024. Under the terms of the Agreement, on or before the 90th day following a Specified Event, the “remaining members” are to notify Respondent/Counter-Petitioner/Third-Party Plaintiff if any such members desire to buy all or part of the Community’s interests in any of the Classic Entities.

3. Since Jeff’s wrongful removal, the Third-Party Defendants have continued to ignore the law, refused to comply with the Buy-Sell Agreement that Third-Party Defendants insisted Jeff and Tiffany sign, and to date, have refused, despite multiple requests, to comply with the obligations under the Texas Business Organization Code, to provide access to the books and records of the Classic Chevrolet Sugar Land, LLC, Classic Chevrolet West Houston, LLC and Classic Elite Buick GMC, INC. (collectively, “Classic Dealerships”).

4. The entire process under the Buy-Sell Agreement should have concluded within 180-days of Jeff’s removal. It has been more than n 200-days since the wrongful acts that occurred on July 22, 2024, with Jeff and Tiffany no closer to being paid the Fair Market Value the Community is owed under the Buy- Sell Agreement. The Community’s appraiser must have access to corporate financial books and records to determine the fair market value of the entities per the terms of the Buy-Sell Agreement. The Third- Party Defendants continue to delay and put up roadblocks, causing irreparable harm to the community estate.

5. Additionally, and most urgently, Jeff learned on February 13, 2025, that he remains the “Dealer Principal” of record for all three Classic Dealerships. The Dealer Principal is responsible and accountable for all rules, audits, and liability pertaining to consumer lenders, floorplan lenders, the manufacturer, warranty companies, the Department of Motor Vehicles, the Federal Trade Commission and other state and federal agencies. As the Dealer Principal, Jeff is personally exposed to significant legal and financial

1 Effective January 1, 2018, Jeff and Tiffany purchased thirty (30%) percent of the Class A Member Interests and twenty-nine and 70/100 (29.70%) percent of the Class B Member Interests in Classic Chevrolet Sugar Land, LLC. Jeff and Tiffany own a collective thirty (30%) percent ownership interest in Co- Respondent/Nominal Third-Party, Classic Chevrolet Sugar Land, LLC. The remaining members of Co-Defendants/Nominal Third-Party, Classic Chevrolet Sugar Land, LLC are Third-Party Defendants, Thomas R. Durant (.69% Class A and 14.31% Class B); T. Bently Durant (.01% Class A and .99% Class B) and The Durant Classic Dynasty Trust (54% Class B).

Effective October 10, 2019, Classic Chevrolet West Houston, LLC was formed. Jeff and Tiffany `own 51% of the Class A membership interests giving them control of all management decisions related to Classic Chevrolet West Houston, LLC. Jeff and Tiffany own 39.6% of the Class B Interests. Two of the Third-Party Defendants own the remaining interest: Thomas R. Durant (.49% Class A and .11% Class B) and The Durant Classic Dynasty Trust (59.4% Class B). Classic Chevrolet West Houston, LLC is governed by its Company Agreement. At all relevant times, Jeff was a Manager and Officer of Classic Chevrolet West Houston, LLC, owning controlling management interest. Third-Party Defendant, Thomas R. Durant, was a Manager and Officer of Classic Chevrolet West Houston, LLC. Third-Party Defendant, T. Bently Durant, was an officer and general counsel of Classic Chevrolet West Houston, LLC. Classic Elite Buick GMC, Inc. was formed on January 26, 2023. Jeff owns 51% of the Class A shares (giving him management control) and 19.49% of the Class B Shares. Tiffany owns 20% of the Class B Shares. Classic Elite Buick GMC, Inc is governed by its Bylaws effective March 15, 2023. Jeff is a director, as is Petitioner/Counter-Respondent, Tiffany, as well as Third- Party Defendants, Thomas R. Durant and T. Bently Durant, as well as Marin “Mark” Escamilla, who is also trustee of Third-Party Defendant, The Durant Classic Dynasty Trust.

In addition to Respondent/Counter-Petitioner/Third-Party Plaintiff’s (and the Community) ownership in the Classic Dealerships, they own an interest in 8100 Partners, Ltd., and 8100 Management, LLC., along with the Third-Party Defendants, Thomas R. Durant and T. Bently Durant and The Durant Classic Dynasty Trust. Likewise, Jeff and Tiffany own an interest in Co-Respondent/Nominal Third-Party, 16835 Cadet Partners, LLC, (collectively, the “Classic Entities”). The Classic Dealerships, represent the single largest asset in the community estate.

On May 1, 2023, Classic Elite Buick GMC, Inc. entered into a Lease Agreement (“Lease”) with 16835 16835 Cadet Partners, LLC (“Cadet”), the owner of the real property upon which the Classic Dealerships operates at 16835 Katy Freeway. The Class A Shareholders of Cadet are Jeff and Defendant, Thomas R. Durant, and the Class B Shareholders of Cadet are Jeff Tiffany and Third-Party Defendant, The Durant Classic Dynasty Trust.

Sebastian--Emergency Application for TRO P a g e |2 risks. He is liable, without limitation, for compliance with employment and labor laws, state regulations, the terms of franchise agreements, operational and manufacturer requirements, employee conduct, advertising regulations, truth-in-lending, and consumer protection laws.

6. Since Jeff’s illegal removal, multiple detrimental events have occurred that underscore the growing liability that he faces as Dealer Principal. Manufacturer Customer Service Scores have plummeted. Alarming reviews are being posted online, including one that describes an employee threatening a customer. The dealerships withdrew from the Better Business Bureau. Classic Chevrolet Sugar Land, LLC has fallen into financial turmoil. Finance chargebacks have skyrocketed, increasing by more than 300% since Jeff was illegally removed. This drastic increase alone is a glaring red flag, signaling substantial exposure and risk from lenders, manufacturers, consumers, warranty companies, and regulatory agencies.

7. Additional land has been purchased for the Classic Elite Buick GMC, Inc. dealership over which Jeff has management control. Jeff has been denied any information for financing despite his liability for the same. The Third-Party Defendants (specifically the Durant Defendants as referred to herein) have made transfers of assets and incurred obligations with the actual intent to hinder, delay, or defraud the Sebastians concerning the value of their interests.

8. Third Party Co-Defendants wrongfully terminated the Sebastians’ pay, diverted millions of dollars of approved distributions, and terminated access to corporate emails and financial records, thereby triggering the terms of the Buy-Sell Agreement.

9. Jeff notified Third-Party Defendants of the Specified Event (triggering event) under the Buy-Sell Agreement and made a formal request to inspect the books and records of each of the Classic Dealerships. Both the notice and request were ignored by the Third-Party Defendants.

10. On October 15, 2024, Third-Party Defendant Durant Classic Dynasty Trust, sent a letter to offer to purchase the community’s interest in one of the Classic Entities in a manner contrary to the Buy-Sell Agreement and at a fraction of its value. The Durant Classic Dynasty Trust’s October 15th letter triggered the mandatory calculation of the Fair Market Value of the entities under the terms of the Buy-Sell Agreement and the purchase mechanism set forth therein.

11. Despite repeated efforts of the Sebastians and their legal counsel, the Classic Entities have stonewalled and refused to comply with the very Buy-Sell Agreement that the Classic Entities’ general counsel and interest holder, T. Bently Durant, prepared and insisted that the Sebastians sign without any changes. Until the process under the Buy-Sell Agreement is acted upon and the Fair Market Values of the entities are established or the Sebastians become free to sell their interest to an interested third-party, the divorce proceedings are effectively stalled.

12. Given that so much time has passed and no progress has been made under the Buy-Sell Agreement, which calls for closing within 180-days of notice of intent to purchase, and that Jeff remains liable for essentially all aspects of dealership operations, the Sebastians jointly seek this emergency relief as the harm that the Sebastians and their estate is being subjected to on a daily basis is irreparable.

13. Since Jeff’s wrongful and illegal removal, the Third-Party Defendants have continued to ignore the law, blatantly refused to comply with the parties’ Buy-Sell Agreement, and have refused, despite multiple requests to comply with the mandatory obligations under the Texas Business Organization Code to provide access to the books and records of the Classic Dealerships.

Sebastian--Emergency Application for TRO P a g e |3 14. Not only are the Sebastians’ expert appraisers entitled to access to the businesses’ financial records and books under the terms of the parties’ Buy Sell Agreement, the Sebastians are entitled to these records under the Texas Business Organization Code.

15. Even so, the Third-Party Defendants continue to delay access to and put up roadblocks to corporate records in violation of the Sebastians’ absolute rights to access those records which are needed to value their interest so that this court may proceed with the parties’ right to divorce and the award of the community estate.

16. Additional land has been purchased for the Classic Elite Buick GMC, Inc. dealership over which Jeff has management control, yet Jeff has been denied any information regarding financing despite his liability for the same.

17. The Third-Party Defendants, specifically the Durant Defendants, have transferred assets and incurred obligations with the actual intent to hinder, delay, or defraud the Sebastians concerning the value of their stock holdings, which constitutes 90% of the community estate’s value.

18. The Durant Defendants, in their capacity as de facto “governing persons” of Cadet and the Classic Dealerships, since the unlawful and unjustifiable exclusion of the Sebastians, have taken actions that are wrongful, illegal, oppressive, and fraudulent and have misapplied or wasted property of Cadet and the Classic Dealerships. See Tex. Bus. & Com. Code § 11.404(A)(1)(C) and (D).

19. Despite bearing the burden of all risk and liability associated with the dealerships and entities, Jeff is receiving no income whatsoever and neither is Tiffany. The Sebastians are being forced to drain their savings just to survive, while the Third-Party Defendants continue to stall compliance with the Buy-Sell Agreement and needlessly and intentionally escalate the costs of this litigation.

20. The defendants have caused and will continue to cause immediate and irreparable harm to plaintiffs unless immediately restrained and enjoined.

PLAINTIFFS’ PETITION

21. On December 20, 2024, Third-Party Plaintiffs filed their First Amended Third-Party Petition (“Petition”) in this action. In their Petition, plaintiff alleges the following causes of action against defendant that are pertinent to this application:

a. Breach of Fiduciary Duty: The Third-Party Defendants have breached their fiduciary duties owed to the Sebastians, 16835 Cadet Partners, LLC, and the Classic Dealerships, by, without limitation, (i) conspiring to obstruct the Sebastians’ ability to successfully operate Cadet and the Classic Dealerships, (ii) disparaging the Sebastians to one another and the public, both personally and professionally, (iii) conspiring to and illegally and unjustly purporting to fire the Sebastians from their employment with Cadet and the Classic Dealerships, (iv) conspiring to and illegally cutting the Sebastians’ access to the corporate and financial information of Cadet and the Classic Dealerships, (v) conspiring to and breaching the Membership and Management Agreements of Cadet and the Classic Dealerships, (vi) conspiring to and illegally refusing to make Cadet and Classic Dealership Member distributions, and (vii) illegally diverting Member/Shareholder profit from Cadet and the Classic Dealerships to unapproved and wasteful projects that directly benefit the Durant Defendants and their separate interests at the expense of the Sebastians, Cadet, and the Classic Dealerships. These breaches of fiduciary duties owed have caused, and continue to cause, in excess of $10,000,000 in damages to the Sebastians (including the Sebastian community estate), Cadet, and the Classic

Sebastian--Emergency Application for TRO P a g e |4 Dealerships. The Sebastians are therefore entitled to recover actual damages, the equitable remedy of disgorgement, and exemplary damages.

b. Breach of Contract: Management Agreements--Third-Party Defendants have materially breached terms valid and enforceable contracts that govern the management and operation of the Classic Dealerships (“Management Agreements”). Particularly, and without limitation, the Durant Defendants caused the Sebastians to be removed from their employment/management positions at Cadet and the Classic Dealerships without complying with the voting and approval requirements set forth in the Management Agreements. The Durant Defendants have also caused Cadet and the Classic Dealerships to engage in acts and expenditures that are directly adverse to the necessary and/or advisable interests of the Sebastians, Cadet, and the Classic Dealerships, and in breach of the Management Agreements, including (i) causing the Classic Dealerships to spend millions of dollars on wasteful capital improvements to properties that the Classic Dealerships do not own (and which are instead majority-owned by the Durant Defendants), (ii) preventing Cadet and the Classic Dealerships from paying dividends/distributions to their owners, (iii) decreasing the Classic Dealerships’ revenue and profitability, and (iv) damaging the Classic Dealerships’ valuable relationships and ability to transact business within the industry. These material breaches of the Management Agreements have caused and continue to cause in excess of $10,000,000 in damages to the Sebastians (their community estate), Cadet and the Classic Dealerships.

c. Breach of Contract: Buy-Sell Agreement—Third-Party Defendants are in direct breach and violation of the Buy-Sell Agreement that governs certain rights and restrictions pertaining to the sale or transfer of the parties’ ownership interests in Cadet and the Classic Dealerships, including a rendition of the purchase options and the means/methods of determining share price if such options are validly exercised. In particular, the Buy-Sell Agreement stipulates that an option to purchase the Sebastians’ interest in Cadet and the Classic Dealerships shall arise upon the occurrence of certain events, including “the cessation of the performance of the Dealership Business Duties of the Sebastians (including termination of either of the Sebastians as an officer or Manager of the LLC)”. Purportedly, Jeff Sebastian was terminated on July 22, 2024, which, by contract, would have expressly triggered the applicable Buy-Sell Agreement and established the Valuation Date. In October, 2024, incident to the Sebastians’ unlawful firing/exclusion, Defendant Dynasty Trust, by and through its Trustee, Mark Escamilla, issued an “Exercise of Option to Purchase” letter (“Exercise Notice”) to the Sebastians stating that it was electing to repurchase all of the Sebastians’ interest in Cadet and the Classic Dealerships. However, no valid triggering event had occurred that would render that kind of involuntary repurchase demand an available option for Defendant Dynasty Trust. Furthermore, the repurchase price demanded was and is directly opposed to the valuation method dictated by the Buy-Sell Agreement. As such, the repurchase demand made by Defendant Dynasty Trust is in direct breach and violation of the Buy-Sell Agreement and has caused, and continues to cause, direct financial damage to the Sebastians in excess of $10,000,000 for which they seek recovery by this lawsuit.

d. Conversion: The Sebastians are entitled to certain property currently in the Durant Defendants’ possession and control – specifically, owner dividends and distributions from the revenues of Cadet and the Classic Dealerships. The Durant Defendants unlawfully obtained such monies by, without limitation, firing and excluding the Sebastians from Cadet and the Classic Dealerships, cutting their access to the Cadet and Classic Dealership books and records, and diverting/reallocating millions of dollars owed to the Sebastians back to themselves and/or separate entities that they own and control. The Durant Defendants have additionally demanded that the Sebastians transfer their ownership interests in Cadet and the Classic Dealerships over to them in exchange for a fraction of their contractual and marketable value. The Sebastians are

Sebastian--Emergency Application for TRO P a g e |5 entitled to recover their converted property from the Durant Defendants, as well as their actual and consequential damages caused thereby which exceed $10,000,000.

e. Money Had and Received: The Durant Defendants are in receipt and possession of millions of dollars that in equity and good conscience belong to the Sebastians. Particularly, the Durant Defendants obtained such monies from the Sebastians by, without limitation, firing and excluding the Sebastians from Cadet and the Classic Dealerships, cutting their access to the Cadet and Classic Dealership books and records, and diverting/re-allocating millions of dollars owed to the Sebastians back to themselves and/or separate entities that they own and control. The Durant Defendants have additionally demanded that the Sebastians transfer their ownership interests in Cadet and the Classic Dealerships over to them in exchange for a fraction of their contractual and marketable value. the Sebastians are entitled to recover such monies from the Durant Defendants, as well as their actual and consequential damages caused thereby which exceed $10,000,000.

f. Fraudulent Transfer: The Durant Defendants made transfers and incurred obligations with the actual intent to hinder, delay, or defraud the Sebastians concerning value of their stock. The Durant Defendants made transfers to and incurred obligations from entities that are owned and controlled by the Durant Defendants, such as the Real Estate Defendants. Thus, the Real Estate Defendants are insiders under the definition of the Texas Uniform Fraudulent Transfer Act (“TUFTA”), Tex. Bus. & Com. Code section 24.001, et seq. See Tex. Bus. & Com. Code § 24.002(7). Therefore, these transfers of assets from the Classic Dealerships to the Real Estate Defendants by the Durant Defendants are fraudulent as to the Sebastians. The transfers were done with actual intent because (1) the transfers were to insiders; (2) the Durant Defendants ostensibly retained possession or control of the property transferred after the transfer; (3) the transfer was concealed from Plaintiff; (4) the Durant Defendants have absconded and concealed the assets; (5) upon information and belief, the Classic Dealerships received no consideration for the assets transferred; and (6) the transfer occurred proximate to the incursion of a substantial payout to the Sebastians as a result of the divorce proceedings. See Tex. Bus. & Com. Code § 24.005(b). Therefore, the Sebastians seek (1) avoidance of the transfer(s) or obligation(s) to the extent necessary to satisfy their claims; (2) an attachment or other provisional remedy against the asset(s) transferred or other property of the transferee in accordance with the applicable Texas Rules of Civil Procedure and the Civil Practice & Remedies Code relating to ancillary proceedings; and/or (3) subject applicable principles of equity and in accordance with applicable rules of civil procedure: (A) an injunction against further disposition by the debtor or a transferee, or both, of the asset(s) transferred or of other property; (B) appointment of a receiver to take charge of the asset transferred or other property of the transferee; or (C) any other relief the circumstances may require. See Tex. Bus. & Com. Code § 24.008(a). The Sebastians also request that the court award them the costs and reasonable attorney fees as are equitable and just incurred by the Sebastians in the prosecution of their rights. See Tex. Bus. & Com. Code § 24.013.

ARGUMENT AND AUTHORITY IN SUPPORT OF APPLICATION FOR ISSUANCE OF EX PARTE TEMPORARY RESTRAINING ORDER AND INJUNCTIVE RELIEF

1. Court’s Authority to Issue Ex Parte Temporary Restraining Order

This court has authority to grant a temporary restraining order without notice to the adverse party if “it clearly appears from specific facts shown by affidavit or by the verified complaint that immediate and irreparable injury, loss, or damage will result to the applicant before notice can be served and a hearing had thereon.” Tex. R. Civ. P. 680.

Sebastian--Emergency Application for TRO P a g e |6 Irreparable injuries are those for which the injured party cannot be adequately compensated by damages or for which damages cannot be measured by a pecuniary standard. Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002).

2. Immediate and Irreparable Harm to Plaintiffs

As shown by the attached Declarations of the Sebastians, the wrongful conduct of the defendants described above has caused and will continue to cause immediate and irreparable harm to plaintiffs before notice can be served on defendant and a hearing held on plaintiff’s application for a temporary injunction, in that:

a. The Durant Defendants will continue to interfere with Jeff’s legal right and mandatory obligation to control all management decisions related to Classic Chevrolet West Houston, LLC;

b. The Durant Defendants will continue to interfere with Jeff’s legal right and mandatory obligation to control all management decisions related to Classic Elite Buick GMC, Inc.;

c. Jeff will continue to be exposed to all risk and liability associated with operations and actions over which he is currently being denied any control despite his legal right of control;

d. The Durant Defendants will continue to transfer all profits, and additional revenues generated by Cadet and Classic Dealerships to themselves and the various entities that they own and control;

e. The Durant Defendants will continue to implement inventory pricing and sales policies that significantly depress Cadet and the Classic Dealerships’ revenues and profits;

f. The Durant Defendants will continue to implement contracting, spending, pricing, and sales protocols that depress the equitable value of Cadet and the Classic Dealerships;

g. The Durant Defendants will initiate additional transactions that negatively impact Cadet and the Classic Dealerships’ ability to conduct business in the local automotive industry;

h. The Durant Defendants will continue to deny Member/Shareholder access to Cadet and Classic Dealerships’ books and records;

i. The Durant Defendants will continue to deny Member/Shareholder access to Cadet and Classic Dealerships’ budgets and accounting;

j. The Durant Defendants will continue to ignore the law and refuse to comply with the Buy-Sell Agreement.

3. Terms of Requested Temporary Restraining Order

To prevent the immediate and irreparable harm to plaintiffs described above, plaintiffs request that the court issue a temporary restraining order restraining the defendants, including the defendant’s agents, servants, employees, independent contractors, attorneys, representatives, and those persons or entities in active concert or participation with them (collectively, the “Restrained Parties”), as follows, pending a hearing on the plaintiff’s application for a temporary injunction:

a. Enjoin any interference with Jeff’s legal right to control all management decisions related to

Sebastian--Emergency Application for TRO P a g e |7 Classic Chevrolet West Houston, LLC;

b. Enjoin any interference with Jeff’s legal right to control all management decisions related Classic Elite Buick GMC Inc.;

c. Enjoin any interference with any of Jeff’s acts as Dealer Principal;

d. Enjoin any disposition of any asset owned by Cadet and the Classic Dealerships;

e. Enjoin dissipation of any assets owned by Cadet and Classic Dealerships;

f. Enjoin the use, spending and/or transfer of any profits and/or additional revenues generated by Cadet and Classic Dealerships;

g. Enjoin denial of Member/Shareholder access to Cadet and Classic Dealerships’ books and records;

h. Enjoin denial of Member/Shareholder access to Cadet and Classic Dealerships’ budgets and accounting;

i. Order compliance with all terms of the Buy-Sell Agreement;

j. Order compliance with all terms of the mechanism for determining Fair Market Value pursuant to the Buy-Sell Agreement;

k. Order compliance with all terms of the Bylaws and Company Agreements;

l. Order reporting to this Court as to compliance under the Buy-Sell Agreement every twenty (20) days beginning on the date that this Court grants this Temporary Restraining Order;

4. Plaintiffs Will Furnish Bond

Plaintiff is willing to post a reasonable bond as a condition for the injunctive relief requested in this application and requests the court to set the amount of such bond.

5. APPLICATION FOR ISSUANCE OF TEMPORARY INJUNCTION

After notice to the defendant and an opportunity for hearing, the court may issue a temporary injunction to preserve the status quo pending a trial on the merits of the action. See Tex. R. Civ. P. 681; Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002). The court may issue a temporary injunction if the plaintiff pleads and proves:

a. A cause of action against the defendant.

b. A probable right to the relief sought.

c. A probable, imminent, and irreparable injury before trial on the merits can be held.

Butnaru, 84 S.W.3d at 204

6. Cause of Action Against Defendants

In Third-Party Plaintiffs First Amended Third-Party Petition, plaintiff have alleged causes of action against

Sebastian--Emergency Application for TRO P a g e |8 defendant as set forth above in section “Plaintiffs Petition” beginning at paragraph 21 of this Application.

7. Probable Right to Relief Sought

As shown by the attached Declaration of Jeff Sebastian, plaintiffs have a probable right to the relief sought against defendants on the causes of action alleged in the First Amended Third-Party Petition in that the Sebastians indisputably own the controlling management interest of Classic Chevrolet West Houston, LLC and Classic Elite Buick GMC, Inc. Jeff has the right to control all management decisions of these entities which he is clearly being denied and has been denied since July 22, 2024. Jeff learned on February 23, 2025, that he remains personally liable and responsible for the conduct of the Classic dealerships as the “Dealer Operator” The Sebastians have express contractual rights under the valid and enforceable Bylaws and Company Agreements and Buy-Sell Agreement of which the Defendants are in direct breach and violation.

8. Probable, Imminent, Irreparable Injury to Plaintiff

As shown by the attached Declaration of Jeff Sebastian, the wrongful conduct of the defendants described above has caused and will continue to cause immediate and irreparable harm to plaintiffs before trial on the merits and entry of judgment in this action, in that:

a. The Durant Defendants will continue to interfere with Jeff’s legal right to control all management decisions related to Classic Chevrolet West Houston, LLC;

b. The Durant Defendants will continue to interfere with Jeff’s legal right to control all management decisions related Classic Elite Buick GMC, Inc.;

c. Jeff’s will continue to be exposed to all risk and liability associated with operations and actions over which he is currently being denied any control despite his legal right of control;

d. The Durant Defendants will continue to transfer all profits, and additional revenues generated by Cadet and Classic Dealerships to themselves and the various entities that they own and control;

e. The Durant Defendants will continue to implement inventory pricing and sales policies that significantly depress Cadet and the Classic Dealerships’ revenues and profits;

f. The Durant Defendants will continue to implement contracting, spending, pricing, and sales protocols that depress the equitable value of Cadet and the Classic Dealerships;

g. The Durant Defendants will initiate additional transactions that negatively impact Cadet and the Classic Dealerships’ ability to conduct business in the local automotive industry;

h. The Durant Defendants will continue to deny Member/Shareholder access to Cadet and Classic Dealerships’ books and records;

i. The Durant Defendants will continue to deny Member/Shareholder access to Cadet and Classic Dealerships’ budgets and accounting;

j. The Durant Defendants will continue to ignore the law and refuse to comply with the Buy-Sell Agreement.

Sebastian--Emergency Application for TRO P a g e |9 9. Terms of Requested Temporary Injunction

To prevent the immediate and irreparable harm to plaintiffs described above, plaintiffs request that the court issue a temporary injunction restraining the defendants and the Restrained Parties (as defined above), as follows, pending trial on the merits and entry of judgment in this action:

a. Enjoin any interference with Jeff’s legal right to control all management decisions related to Classic Chevrolet West Houston, LLC;

b. Enjoin any interference with Jeff’s legal right to control all management decisions related Classic Elite Buick GMC, Inc.;

c. Enjoin any interference with any of Jeff’s acts as Dealer Principal

d. Enjoin any disposition of any asset owned by Cadet and the Classic Dealerships;

e. Enjoin dissipation of any assets owned by Cadet and Classic Dealerships;

f. Enjoin the use, spending and/or transfer of any profits and/or additional revenues generated by Cadet and Classic Dealerships;

g. Enjoin denial of Member/Shareholder access to Cadet and Classic Dealerships’ books and records;

h. Enjoin denial of Member/Shareholder access to Cadet and Classic Dealerships’ budgets and accounting;

i. Mandate immediate compliance with all terms of the Buy-Sell Agreement;

j. Mandate immediate compliance with all terms of the mechanism for determining Fair Market Value pursuant to the Buy-Sell Agreement;

k. Mandate immediate compliance with all terms of the Bylaws and Company Agreements;

l. Mandate reporting to this Court as to compliance under the Buy-Sell Agreement every twenty (20) days, beginning on the date that this Court grants this Temporary Restraining Order.

WHEREFORE, the plaintiff requests that the court grant this application and provide the following relief to plaintiff:

Entry of an ex parte temporary restraining order, as set forth in Section 3, “Terms of Requested Temporary Restraining Order”, a.-l. of this application, pending hearing of plaintiff’s application for a temporary injunction;

After notice and hearing, entry of a temporary injunction, as set forth in Section 9, “Terms of Requested Temporary Injunction”, a.-l. of this application, pending trial on the merits and entry of judgment in this action; and

Any other relief to which the plaintiff may be justly entitled.

Sebastian--Emergency Application for TRO P a g e | 10 Respectfully submitted,

BOHREER LAW FIRM PLLC

E. Michelle Bohreer State Bar No. 06717100 Pritesh Soni State Bar No. 24063926 777 Post Oak Blvd., Suite 950 Houston, Texas 77056 Telephone: (832) 856-3006 Facsimile: (832) 856-2891 Emails:michelle@bohreerlaw.com pritesh@bohreerlaw.com E-service: e-service@bohreerlaw.com

/s/ Richard L. Tate Richard L. Tate State Bar No. 19664460 206 South Second Street Richmond, Texas 77469 Tel. (281) 341-0077 Fax (281) 341-1003 rltate@tate-law.com

LAURA DALE & ASSOCIATES, P.C.

_/s/ Laura D. Dale_________________________ LAURA D. DALE (LEAD COUNSEL) State Bar No. 24030270 eserviceldd@dalefamilylaw.com (Eservice only) MARJORIE A. MAXWELL State Bar No. 24060239 eservicemam@dalefamilylaw.com (Eservice only) 1800 St. James Place, Suite 620 Houston, Texas 77056 Telephone: (713) 600-1717 Facsimile: (713) 600-1718

ATTORNEYS FOR THIRD-PARTY PLAINTIFF, MICHAEL JEFFREY SEBASTIAN, INDIVIDUALLY, ON BEHALF OF THE SEBASTIAN COMMUNITY ESTATE, AND DERIVATIVELY ON BEHALF OF THE CLASSIC DEALERSHIPS

Sebastian--Emergency Application for TRO P a g e | 11 SCHEEF & STONE, L.L.P.

/s/ J. Mitchell Little J. Mitchell Little State Bar No. 24043788 mitch.little@solidcounsel.com Steven Ovando State Bar No. 24128862 steven.ovando@solidcounsel.com 2600 Network Blvd., Suite 400 Frisco, Texas 75034 (214) 472-2100 Telephone (214) 472-2150 Facsimile ATTORNEYS FOR THIRD PARTY PLAINTIFF TIFFANY LYNN SEBASTIAN

CERTIFICATE OF SERVICE

This is to certify that a true and correct copy of the foregoing document has been delivered or forwarded to all counsel and unrepresented persons as listed below, [ ] by personal delivery or receipted delivery service, or [ ] by certified or registered mail, return receipt requested, by depositing the same, postpaid, in an official deposit under the care and custody of the United States Postal Service, or [ ] by facsimile to the recipient’s facsimile number identified below, or [ X ] by e-service to the recipient’s email address identified below and the electronic transmission was reported as complete, on this the 21st day of February 2025, in accordance with the Rule 21a of the Texas Rules of Civil Procedure:

Bobby K. Newman Laura Dale Bobby K. Newman PC Laura Dale & Associates P.C. 3355 W Alabama St., Suite 444 1800 Saint James Place, Suite 620 Houston, TX 77098 Houston, Texas 77056 Email: bobby@bobbyknewman.com Telephone: 713-489-6674 Facsimile: 713-600-1718 Email: ldale@dalefamilylaw.com Randall B. Wilhite Fullenweider Wilhite ATTORNEYS FOR RESPONDENT / 515 Post Oak Blvd., Suite 800 COUNTER-PETITIONER, MICHAEL Houston, TX 77027 JEFFREY SEBASTIAN Email: rwilhite@fullenweider.com ATTORNEY FOR PETITIONER / COUNTER-RESPONDENT, TIFFANY LYNN SEBASTIAN

Sebastian--Emergency Application for TRO P a g e | 12 Joseph W. DiCecco J. Mitchell Little State Bar No. 05812520 State Bar No. 24043788 joe@diceccolawpartners.com Mitch.little@solidcounsel.com John A. Coselli Steven Ovando State Bar No. 24100163 State Bar No. 24128862 john@diceccolawpartners.com Steven.ovando@solidcounsel.com Jill Evangelista SCHEEF & STONE, L.L.P. State Bar No. 24010505 2600 Network Blvd., Suite 400 jill@diceccolawpartners.com Frisco, TX 75034 DICECCO LAW PARTNERS PLLC Telephone: 214-472-2100 777 Post Oak Blvd., Suite 900 Facsimile: 214-472-2150 Houston, TX 77056 ATTORNEYS FOR THIRD-PARTY Telephone: 713-496-1700 PLAINTIFF, TIFFANY LYNN SEBASTIAN, Facsimile: 713-589-3392 INDIVIDUALLY, ON BEHALF OF THE ATTORNEYS FOR THIRD-PARTY SEBASTIAN COMMUNITY ESTATE, AND PLAINTIFF, TIFFANY LYNN SEBASTIAN, DERIVATIVELY ON BEHALF OF THE INDIVIDUALLY, ON BEHALF OF THE CLASSIC DEALERSHIPS SEBASTIAN COMMUNITY ESTATE, AND DERIVATIVELY ON BEHALF OF THE CLASSIC DEALERSHIPS

Derek D Rollins State Bar No. 24029803 Lucas Peterson State Bar No. 24121469 Shackelford, McKinley & Norton LLP 9201 N Central Expressway, Fourth Floor Dallas, TX 75231 Telephone: 214-780-1400 Facsimile: 214-780-1401 Email: drollins@shackelford.law lpeterson@shackelford.law

and

Timothy D. Zeiger State Bar No. 22255950 Shackelford, McKinley & Norton LLP 2600 Via Fortuna, Suite 150 Austin, Texas 78746 Telephone:512-469-0900 Facsimile: 512-469-0930 Email: tzeiger@shackelford.law ATTORNEYS FOR THIRD-PARTY DEFENDANTS, T. BENTLY DURANT, THOMAS R. DURANT, THE DURANT CLASSIC DYNASTY TRUST, MICHAEL A. WARD, 8100 PARTNERS, LTD., 8100 MANAGEMENT LLC, 8705 PARTNERS, LTD., 8705 MANAGEMENT LLC, CLASSIC CHEVROLET SUGAR LAND, LLC, CLASSIC CHEVROLET WEST HOUSTON,

Sebastian--Emergency Application for TRO P a g e | 13 LLC, CLASSIC ELITE BUICK GMC, INC., AND 16835 CADET PARTNERS, LLC

E. Michelle Bohreer

Sebastian--Emergency Application for TRO P a g e | 14 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

"1"

BUYSELL AGREEMENT FOR INTERESTS IN CLASSIC CHEVROLET SUGAR LAND, LLC CLASSIC CHEVROLET WEST HOUSTON LLC CLASSIC ELITE BUICK GMC, LLC. 16835 CADET PARTNERS, LLC DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

TABLE OF CONTENTS

ARTICLE I. 1 GENERAL PROVISIONS 1 Section 1.1. Interests Subject to Agreement 1 Section 1.2. General Definitions for Agreement 2 (a) "Code" 2 (b) "Disability" 2 (c) "Family Members" 2 (d) "Family Trust" 2 (e) "Restricted Interests" 2 (f) "Transfer" 3 Section 1.3. Successor Rights and Obligations of Trust Beneficiaries 3

ARTICLE II. 3 RESTRICTIONS ON LIFETIME TRANSFERS OF INTERESTS 3 Section 2.1. Restrictions on Lifetime Transfers 3 Section 2.2. Lifetime Right of First Refusal 4 (a) Transferor’s Notice 4 (b) Option Granted 4 (c) Interest Covered by Options 4 Section 2.3. Remaining Parties' Option to Purchase Interest 4 (a) Option Period 4 (b) Exercise of Option 5 (c) Release of Option 5 (d) Sale Without Release of Option 5 Section 2.4. LLC's Option to Purchase Interest 5 (a) Option Period 5 (b) Exercise of Option 5 (c) Release of Option 5 Section 2.5. Purchase and Sale of Offered Interest 6 (a) Closing Date of Purchase and Sale 6 (b) Terms of Closing 6 Section 2.6. Expiration of Lifetime Transfer Restrictions 6 Section 2.7. Conditional Exemption of Transfers to Family Members, Family Trusts and Martial Trusts 7 Section 2.8. Special Exemption of Transfers to Family Partnerships 7

ARTICLE III. 8 PURCHASE OPTIONS WITH RESPECT TO Sebastians’s RESTRICTED 8 INTERESTS UPON OCCURRENCE OF SPECIFIED EVENTS 8 Section 3.1. Purchase and Sale Options 8 (a) Spouse's Interest In Restricted Non-Membership Interests 8 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

Page

(b) References to "Sellers" 8 Section 3.2. Right of First Refusal 8 (a) Notice 8 (b) Option Granted 9 (c) Interests Covered by Options 9 Section 3.3. Remaining Parties’ Option to Purchase Sebastians’s Restricted Interests 9 (a) Option Period 9 (b) Exercise of Option 9 Section 3.4. LLC's Option to Purchase Sebastians’s Restricted Interests 9 (a) Option Period 9 (b) Exercise of Option 10 Section 3.5. Determination of Purchase Price by Agreement 10 Section 3.6. Alternative Determination of Purchase Price While Guarantee in Effect 10 (a) Acquisition Loan 10 (b) Purchase Price During Term of Loan Guaranty 10 Section 3.7. Alternative Determination of Purchase Price if Loan No Longer Outstanding 10 (a) Failure to Agree on Appraiser 11 (b) Multiple Appraisal 11 (c) Costs of Appraisal 11 Section 3.8. Payment of Purchase Price 11 (a) Closing Date 11 (b) Terms of Purchase Price 11 (c) Prepayment Privilege 11 (d) Execution of Documents 12 Section 3.9. Determination of Disability 12 (a) By Mutual Agreement 12 (b) In the Event of Disagreement 12

ARTICLE IV. 12 DEATH OR DIVORCE OF A SPOUSE OF A PARTY 12 Section 4.1. Effect of Death or Divorce 12 Section 4.2. Party’s Option to Purchase Restricted Interests 13 (a) Option Period 13 (b) Exercise of Option 13 Section 4.3. Business' Option to Purchase Restricted Interests 13 (a) Option Period 13 (b) Exercise of Option 14 Section 4.4. Determination of Purchase Price 14 (a) Divorce 14 (b) Death 14 Section 4.5. Payment of Purchase Price 14

377019

2 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

Page

(a) Closing Date of Purchase/Sale 14 (b) Terms of Purchase Price 14 (c) Prepayment Privileges 15

ARTICLE V. 15 MISCELLANEOUS PROVISIONS 15 Section 5.1. Filing of Agreement 15 Section 5.2. Notice Provision 15 Section 5.3. Amendment of Agreement 15 Section 5.4. Specific Performance 15 Section 5.5. Attorney Fees 16 Section 5.6. Termination of Agreement 16 Section 5.7. Binding Effect 16 Section 5.8. Execution of Multiple Agreements 16 Section 5.9. Provisions Severable 16 Section 5.10. Construction of Agreement 17 Section 5.11. Entire Agreement 17 Section 5.12. Execution of Additional Documents 17 Section 5.13. Incorporation by Reference of Exhibits 17 Section 5.14. Effective Date 17

SIGNATURES 19 EXHIBIT "A" RESTRICTED INTERESTS 20 EXHIBIT "B" PROMISSORY NOTE 21 EXHIBIT "C" NOTICE ADDRESSES 23

377019

3 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

BUYSELL AGREEMENT FOR INTERESTS IN CLASSIC CHEVROLET SUGAR LAND, LLC CLASSIC CHEVROLET WEST HOUSTON LLC CLASSIC ELITE BUICK GMC, LLC. 16835 CADET PARTNERS, LLC

THIS BUYSELL AGREEMENT FOR INTERESTS IN CLASSIC CHEVROLET

SUGAR LAND, LLC, CLASSIC CHEVROLET WEST HOUSTON LLC. CLASSIC ELITE

BUICK GMC, LLC. 16835 CADET PARTNERS, LLC (the "Agreement") is executed by and

between CLASSIC CHEVROLET SUGAR LAND, LLC, CLASSIC CHEVROLET WEST

HOUSTON LLC. CLASSIC ELITE BUICK GMC, Inc. 16835 CADET PARTNERS, LLC all

Texas limited liability companies (the “LLC”), (the “Business”), and by THOMAS R. DURANT

("DURANT"), Michael Jeffrey Sebastian and Tiffany Sebastian ("Sebastians"), and THE

DURANT CLASSIC DYNASTY TRUST, created by a Trust Agreement dated January 31, 2000

(the "DYNASTY TRUST") (collectively referred to as the “Owners”) to provide for the orderly

disposition of their respective member equity interests in the LLC. The LLC and the Owners,

may also be referred to collectively in this Agreement as the "Parties" or individually as a

"Party". The Agreement has been modified to covered multiple LLC’s and owners, with the

intent that it jointly and severally apply to each legal entity and person herein so that the

provisions below may be applied where applicable to just one owner, or just one entity, as well as

to multiple owners. For this purpose, the term Sebastians may refer to either Michael Jeffrey

Sebastian, or Tiffany Sebastian individually, or both collectively as may be necessary to

effectuate the intent of this agreement.

RECITALS DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

1. The primary business of the LLC is the ownership and operation of an automobile

dealership. Sebastians’s primary duties are the management of such automobile dealership

activities (“Dealership Business Duties”).

2. The Parties desire to impose certain restrictions on the disposition of interests in

the LLC, as provided herein.

ARTICLE I.

GENERAL PROVISIONS

Section I.1. Interests Subject to Agreement

. The Parties to this Agreement have agreed that it is in their individual and collective best

interests to maintain their collectively owned business assets between themselves in order to

provide stability for long term planning purposes, to permit their continued consolidated

management thereof, and to provide a mechanism by which the Parties can implement an

efficient business successor and continuity plan with respect to such assets. Accordingly, all

member equity interests in the LLC now owned or hereafter acquired by the Parties (the

"Restricted Membership Interests") shall be subject to the terms and provisions of this

Agreement.

Section I.2. General Definitions for Agreement

. The following terms shall have the indicated meanings in this Agreement:

(a) "Code" : References in this Agreement to "Code" shall mean the Internal Revenue Code of 1986, as amended.

(b) "Disability" : References in this Agreement to the “Disability” of Sebastians shall mean the physical and/or mental inability of Sebastians to perform the ordinary and regularly assigned duties in carrying out the Business Duties. The Disability status of

2 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

Sebastians may be determined by the mutual agreement of the LLC and Sebastians [or his representatives]. In this regard, the LLC shall be fully protected and shall have no liability whatsoever for transacting any business with the spouse, custodian or guardian of Sebastians, whether such custodian or guardian is natural or court-appointed. In the event of a disagreement between the LLC and Sebastians [or Sebastians’s representatives] as to Sebastians’s condition or ability to carry out such employment responsibilities and duties, the LLC shall select a competent, independent medical doctor who shall render a professional opinion as to whether or not Sebastians is subject to Disability as defined herein. The opinion and decision of such medical doctor shall be binding upon both the LLC and Sebastians [and Sebastians’s representatives]. The LLC shall bear the costs and expenses of obtaining such professional opinion.

(c) "Family Members" : References in this Agreement to "Family Members" shall mean the Owners and each of the respective spouses and all of the respective descendants of the Owners.

(d) "Family Trust" : Any references in this Agreement to "Family Trust" shall mean any trust of which the sole beneficiaries are one or more Family Members.

(e) "Restricted Interests" : References in this Agreement to the "Restricted Interests" shall mean collectively all of the Restricted Membership Interests owned by the Parties including but not limited to those Restricted Interests specified on the attached Exhibit “A”.

(f) "Transfer" : References in this Agreement to "Transfer" [or "Transferred"] shall mean any sale, transfer, assignment, pledge, encumbrance, alienation or any other disposition or hypothecation of Restricted Interests.

Section I.3. Successor Rights and Obligations of Trust Beneficiaries

. All of the Restricted Interests subject to this Agreement are currently owned by the Parties.

The Parties hereby agree that all of the rights, obligations and purchase and sale provisions of

this Agreement shall be applicable to the respective successors of the Parties if and to the extent

that all or any part of such Restricted Interests are distributed by any of the Parties to their

permissible successors and further that this Agreement shall be construed and interpreted

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thereafter to continue to subject such distributed Restricted Interests to the provisions of this

Agreement.

ARTICLE II.

RESTRICTIONS ON LIFETIME TRANSFERS OF INTERESTS

Section II.1. Restrictions on Lifetime Transfers

. No Restricted Interests or any interest in any Restricted Interests shall be Transferred while

such Restricted Interests are owned by the Parties without (i) the prior written consent of all of

the Parties, or (ii) complying with the conditions and provisions of this Article.

Neither the LLC nor its members, managers or officers shall deliver any

certificate representing Restricted Interests, execute any agreement affecting Restricted Interests,

transfer any Restricted Interests on the LLC's books, or otherwise act to create new rights in

Restricted Interests, except in compliance with this Agreement and any attempt to do so shall be

void and of no force or effect.

Section II.2. Lifetime Right of First Refusal

. The following provisions shall become applicable in the event a Party proposes to Transfer

(referred to in this Article II as the "Transferor") all or any part of its Restricted Interests to other

than a Family Member or Family Trust, subject to the limitations and conditions set forth in

Section 2.6, below. For purposes of this Article II, whoever among the Parties is not the

Transferor, and owns an interest in the LLC, shall be referred to as the "Remaining Parties".

(a) Transferor’s Notice : The Transferor shall first give written notice [the "Option Notice"] to the Remaining Parties and the LLC, identifying the prospective transferee(s) and setting forth in reasonable detail the consideration to be received and the terms and conditions on which the Transfer is proposed to be made, accompanied by copies of any information furnished to or by the prospective transferee(s).

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(b) Option Granted : The Option Notice shall automatically grant to the Remaining Parties the option to purchase the Restricted Interests proposed to be transferred pursuant to the Transfer [the "Offered Interest"] for the same consideration and on the same terms and conditions as contained in the Option Notice.

(c) Interest Covered by Options : The respective options may be exercised as to all or any part of the Offered Interest.

Section II.3. Remaining Parties' Option to Purchase Interest

. The Remaining Parties shall have the option to purchase all or any part of the Offered Interest

pursuant to the follow provisions:

(a) Option Period : The Remaining Parties may exercise their option to purchase the Offered Interest at any time on or before NINETY (90) days after receipt of the Option Notice [referred to in this Article II as the “Option Period”]. In the event that the Transferor Transfers the Offered Interest to a non-Family Member transferee [the “Transferee”] without the consent of all of the parties [excluding the Transferor], the Transferee shall take the Offered Interest subject to the Remaining Party’s option to purchase, and the Transferred Offered Interest will be deemed to be owned by the Transferor for purposes of applying Sections 2.2 and 2.3 of this Agreement.

(b) Exercise of Option : The Remaining Parties shall give written notice within such Option Period to the Transferor of its election to purchase the Offered Interest. Such notice shall be given on or before NINETY (90) days prior to the purchase date proposed by the Remaining Party in such notice.

(c) Release of Option : Upon the unanimous decision of the Remaining Parties, the Remaining Parties may give written notice within such Option Period to the Transferor of its election to release its option and therefore allow the Transferor to transfer the Offered Interest to the non-Family Member purchaser. The Transferor’s proposed Transfer shall be subject to the option granted to the respective Business in Section 2.4 of this Agreement.

(d) Sale Without Release of Option : If the Transferor transfers the Offered Interest to a non-Family Member purchaser and the Remaining Parties have not released their option pursuant to Section 2.3(c) above, then the non-Family Member purchaser takes the Offered

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Interest subject to the option of the Remaining Party, and the LLC, described in Sections 2.2, 2.3 and 2.4 of this Agreement.

Section II.4. LLC's Option to Purchase Interest

. In the event the Remaining Parties do not purchase all of the Offered Interest, then the LLC

shall have the option to purchase the remaining Offered Interest pursuant to the following

provisions:

(a) Option Period : The LLC may exercise its option to purchase the remaining Offered Interest at any time within the THIRTY (30) day period [the “30-Day Period”] beginning at the earlier of [1] the date the final Remaining Party has released his or her respective option pursuant to Section 2.3(c), above, or [2] the date the Option Period expires as described in Section 2.3(a), above.

(b) Exercise of Option : The LLC shall give written notice within such 30-Day Period to the Transferor of its election to purchase the Offered Interest. Such notice shall be given at least THIRTY (30) days prior to the purchase date proposed by the LLC in such notice.

(c) Release of Option : Upon the decision of the LLC, it may give written notice within such 30-Day Period to the Transferor of its election to release its option and therefore allow the Transferor to transfer the Offered Interest to the non-Family Member purchaser. The Transferor shall have NINETY (90) days to sell the Offered Interest after the LLC has given written notice of its release of the option.

Section II.5. Purchase and Sale of Offered Interest

. The purchase and sale of the Offered Interest shall be completed pursuant to the following

provisions in the event the Remaining Parties or LLC exercise their respective options to

purchase the Offered Interest:

(a) Closing Date of Purchase and Sale : The Transferor and Remaining Party shall agree upon a mutually convenient time and place for the closing. Unless agreed otherwise, the closing, however, must be within TEN (10) days after the Transferor’s receipt of the last written election by the Remaining Parties and/or the LLC.

(b) Terms of Closing

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: The Offered Interest shall be purchased for the consideration equal to the net book value of such Offered Interests, such value to be determined by the accountant regularly engaged by the LLC.

Section II.6. Expiration of Lifetime Transfer Restrictions

. Subject to (b) below, the Transferor shall have the right to Transfer the Offered Interest or any

portion thereof to the Transferee named in the Option Notice; provided that the Remaining

Parties, and the LLC, have released their respective options to purchase such Offered Interests or

any portion thereof or the time for exercise of such option otherwise expires without exercise

thereof; and provided further that the Transfer is made for the same consideration and on the

same terms and conditions contained in the Option Notice. The Transferor’s right to transfer such

Offered Interest shall continue for a period of NINETY (90) days after either the final Remaining

Parties has given written notice of his or her release of the option specified in this Article II, or

the applicable Option Period for the Remaining Parties is allowed to lapse without exercise; and

the LLC have either provided written notification declining to exercise the option in Section 2.4

or the applicable 30-Day Period for the LLC is allowed to lapse without exercise. If the Offered

Interest is not transferred within such NINETY (90) day period, or if the Transferor desires to

change the Transferee, consideration, terms or conditions contained in the Option Notice, then

the Transferor must reoffer the Restricted Interests in accordance with the provisions of this

Article II.

Section II.7. Conditional Exemption of Transfers to Family Members, Family

Trusts and Martial Trusts

. The Transferor may transfer all or any part of its Restricted Interests to a Family Member

and/or a Family Trust without first offering such Interests to the Remaining Party or the LLC.

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A Party, as well as any spouse of a Party who acquires an ownership interest in

any LLC, may transfer all or any part of its Restricted Interests to a trust for the benefit of the

spouse of such Transferor [the “Marital Trust”] provided that (1) such spouse is provided lifetime

benefits from such Marital Trust, and (2) by the terms of such Marital Trust Agreement, the

Restricted Interests thereof shall be distributed to or held in further trust for one or more Family

Members.

All transferee Family Members, Family Trusts and Marital Trusts shall take the

Restricted Interests subject to all of the terms, provisions and conditions of this Agreement,

including, but not limited to, all of the restrictions, conditions, options and sale obligations

contained in this Agreement.

Section II.8. Special Exemption of Transfers to Family Partnerships

. Each Party may transfer all or any part of his or her Restricted Interests to one or more

partnerships [“Family Partnerships”] provided that all general partner interests therein are

continuously owned by a Party, directly or indirectly through an LLC or other entity which is the

general partner (and by a spouse of a Party who has a community property interest therein).

A Family Partnership which owns any Restricted Interests shall be subject to all

of the terms and provisions of this Agreement, including but not limited to the mandatory and

optional sale and purchase provisions as hereinafter provided, and this Agreement shall be

interpreted in a manner consistent with the intent of the Parties to subject such Restricted

Interests owned by a Family Partnership to the terms and provisions of this Agreement.

ARTICLE III.

PURCHASE OPTIONS WITH RESPECT TO Sebastians’S RESTRICTED INTERESTS UPON OCCURRENCE OF SPECIFIED EVENTS

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Section III.1. Purchase and Sale Options

. Upon the occurrence of a specified event, all Restricted Interests owned by Sebastians shall be

subject to the purchase options provided by this Article as herein granted to DURANT and the

DYNASTY TRUST (referred to in this Article as the "Remaining Parties") and the LLC. The

following items are specified events for purposes of this Article: (i) the death of Sebastians; (ii)

the Disability of Sebastians; (iii) the cessation of the performance of the Dealership Business

Duties of Sebastians (including termination of either of the Sebastians as an officer or Manager

of the LLC); or (iv) a vote of no confidence in the Sebastians by members who hold a majority

of the interest in the LLC. The Sebastians, the legal representatives of Sebastians’s estate and/or

other successors in interest (in the event of Sebastians’s death), Sebastians’s attorney-in-fact,

custodian, guardian or other representative (in the event of Sebastians’s disability or cessation of

his performance of his Business Duties) shall be referred to as the "Sellers" for purposes of this

Article.

(a) Spouse's Interest In Restricted Non-Membership Interests : At the occurrence of any of the events set forth in Section 3.1 with respect to Sebastians, his spouse's community property and/or separate property interests in the Restricted Interests [if any] shall be subject to the purchase and sale option provisions of this Agreement.

(b) References to "Sellers" : References in this Article to "Sellers", as defined above, shall also include Sebastians’s spouse and/or his transferees.

Section III.2. Right of First Refusal

. The following provisions shall become applicable upon the occurrence of a specified event:

(a) Notice : Sebastians or Sebastians’s estate, as the case may be, shall give written notice [the "Option Notice"] within NINETY (90) days of Sebastians’s death or disability to the Remaining Parties and the LLC, setting forth the identity of Sebastians and his

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date of death or disability. In the event of the cessation of performance of Sebastians’s Dealership Business Duties, the Remaining Parties shall notify Sebastians of such cessation and commencement of the Option Period with respect thereto.

(b) Option Granted : The Option Notice shall automatically grant to the Remaining Parties and the LLC options to purchase, in the order specified below, the Restricted Interests owned by the Sellers upon the date of death or disability of Sebastians ["Sebastians’s Restricted Interests"].

(c) Interests Covered by Options : The respective options may be exercised by the Remaining Parties as to all or any part of Sebastians’s Restricted Interests.

Section III.3. Remaining Parties’ Option to Purchase Sebastians’s Restricted

Interests

. Upon the occurrence of any of the events set forth in Section 3.1, the Remaining Parties shall

have the first option to purchase Sebastians’s Restricted Interests pursuant to the following

provisions:

(a) Option Period : The Remaining Parties may exercise their option to purchase Sebastians’s Restricted Interests, as described above, at any time within NINETY (90) days after receipt of the Option Notice or notification by the Remaining Parties of the cessation of Sebastians’s Dealership Business Duties.

(b) Exercise of Option : The Remaining Parties shall each give written notice within such option period to Sebastians’s estate of their respective election to purchase Sebastians’s Restricted Interests. The failure of the Remaining Parties to notify Sebastians, or Sebastians’s estate, as the case may be, within this option period of their election to exercise their option shall constitute a waiver of the option.

Section III.4. LLC's Option to Purchase Sebastians’s Restricted Interests

. In the event the Remaining Parties do not purchase all of Sebastians’s Restricted

Interests, then the LLC shall have the option to purchase the remaining portion of Sebastians’s

Restricted Interests pursuant to the following provisions:

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(a) Option Period : The LLC may exercise its option to purchase the remaining portion of Sebastians’s Restricted Interests at any time within THIRTY (30) days after the termination of the last option period specified by Section 3.3, above.

(b) Exercise of Option : The LLC shall give written notice within such option period to Sebastians’s estate of its election to purchase the remaining portion of Sebastians’s Restricted Interests. The failure of the LLC to notify Sebastians’s estate within this option period of its election to exercise its option shall constitute a waiver of the option.

Section III.5. Determination of Purchase Price by Agreement

. The purchase price for Sebastians’s Restricted Interests shall be determined by the mutual

agreement of the respective Purchasers and Sellers; provided, however, the Purchasers and

Sellers shall be bound to the agreed upon valued described below.

Section III.6. Alternative Determination of Purchase Price While Guarantee in

Effect

. If such parties fail to mutually agree upon a purchase price for such Restricted Interests and the

following provisions in (a) and (b) do not apply, then the purchase price shall be determined by

the provisions of Section 3.7.

(a) Acquisition Loan : In the initial formation of each LLC, Sebastians financed his Capital Contributions by obtaining a loan from The Durant Classic Dynasty Trust (the "Loan").

(b) Purchase Price During Term of Loan Guaranty So long as the Loan remains unpaid, the Parties hereby agree that the applicable Purchase Price for Sebastians’s Restricted Interests shall be equal to the lower of: (i) the amount of Sebastians’s initial contribution to the LLC for his Restricted Membership Interest or (ii) the appraised value as determined by the appraisal procedures set forth in Section 3.7(a)-(c). This provision only applies to the specific LLC where the acquisition loan is still in effect and does not extend to other LLC’s when their loan has been paid in full either by refinancing through a third party or by payment in full satisfaction of the loan.

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Section III.7. Alternative Determination of Purchase Price if Loan No Longer

Outstanding

. In the event the Loan is repaid in full, and the Remaining Parties and/or the LLC exercise their

respective options to purchase Sebastians’s Restricted Interests under this Article and the

respective parties cannot mutually agree upon a purchase price thereof, then the purchase price

of Sebastians’s Restricted Interests shall be the appraised fair market value of such interests

determined by an independent appraiser selected by the mutual agreement of the Sellers and the

persons or entities entitled to purchase the Restricted Interests under this Agreement (the

"Purchasers"), subject to the following provisions:

(a) Failure to Agree on Appraiser : In the event the Sellers and the Purchasers fail to mutually agree on an independent appraiser, the fair market value of Sebastians’s Restricted Interests shall be determined by a Multiple Appraisal as provided in Section 3.6(b), below.

(b) Multiple Appraisal : In the event that a Multiple Appraisal is required under this Agreement, the Sellers shall collectively select one appraiser, and the Purchasers shall collectively select one appraiser. The two appraisers shall then attempt to agree on the required determination of fair market value. If the two appraisers cannot agree upon the required determination, they shall appoint a third appraiser, and the three appraisers shall determine the required fair market value by majority vote. The decision of the appraisers shall be binding on all parties. Any appraiser shall be independent and regionally recognized as an expert appraiser.

(c) Costs of Appraisal : All appraisals, legal and accounting costs incurred for purposes of the appraisal shall be paid ONEHALF (1/2) by the Sellers and ONEHALF (1/2) by the Purchasers. The appraiser or appraisers may retain such additional appraisers, advisors and experts as they deem reasonably necessary and may rely on the opinion of such additional appraisers, advisors and experts. Any additional costs incurred shall be treated as costs of the appraisal of the fair market value of the Restricted Interests.

Section III.8. Payment of Purchase Price

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. The purchase price of Sebastians’s Restricted Interests for purposes of this Article shall be paid

pursuant to the following provisions:

(a) Closing Date : The closing shall occur on or before ONE HUNDRED EIGHTY (180) days following the date of the specified event, and at a time and place mutually agreeable to Sellers and the Purchasers. In the event that the purchase price has not been determined by such date, then closing shall occur on or before TEN (10) days after the determination of the purchase price.

(b) Terms of Purchase Price : Each respective Purchaser shall deliver at closing a Promissory Note(s), dated as of the Closing Date, the principal amounts of which shall be equal to such pro rata share of the purchase price for each Seller, the form and substance of the Promissory Note(s) being the same as the attached Exhibit "B".

(c) Prepayment Privilege : The respective Purchasers shall have the sole and absolute right to prepay all or any part of the purchase price at any time without penalty. The Parties further agree that each Purchaser shall have the unilateral option to elect thereafter to pay interest on the unpaid principal at the prevailing interest rate at the time.

(d) Execution of Documents : The Sellers and the respective Purchasers agree to execute any and all additional documents reasonably necessary to complete the closing as contemplated herein.

Section III.9. Determination of Disability

. The Disability status of Sebastians shall be determined pursuant to the following

provisions:

(a) By Mutual Agreement : The Disability status of Sebastians may be determined by mutual agreement of the remaining Parties and Sebastians or his respective representatives. The remaining Parties shall be fully protected and shall have no liability whatsoever for transacting any business with the custodian or guardian of Sebastians, whether such custodian or guardian is natural or court-appointed.

(b) In the Event of Disagreement : In the event of a disagreement between the remaining Parties and Sebastians, or his representatives, as to the condition or the ability of Sebastians to carry out his duties, the remaining Parties shall select a competent, independent medical doctor, who shall render a professional opinion as to whether or not Sebastians is subject

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to Disability as defined in this Agreement. The opinion and decision of such medical doctor shall be binding upon both the remaining Parties, and Sebastians or his representatives. The costs and expenses of obtaining such professional opinion, shall be borne equally by the remaining Parties, collectively, and Sebastians or his representatives.

ARTICLE IV.

DEATH OR DIVORCE OF A SPOUSE OF A PARTY

Section IV.1. Effect of Death or Divorce

. In the event the marital relationship of one of the Parties who owns Restricted Interests is

terminated by divorce or by the death of his or her spouse, any Restricted Interests owned by

such individual that do not pass to the respective Party, Family Members (other than his or her

spouse) or a Family Trust, shall be subject to the options contained in this Article.

Section IV.2. Party’s Option to Purchase Restricted Interests

. The Party who was married (the "Married Party") to the divorced or deceased spouse shall

have the option to purchase all or any portion of such Restricted Interests for the purchase price

(as determined in Section 4.4 below) of the Restricted Interests determined as of the end of the

month preceding the date on which a final judgment of divorce was entered or the date of death,

whichever the case may be, pursuant to the following provisions:

(a) Option Period : The Married Party may exercise his option to purchase any part of the Restricted Interests at any time within NINETY (90) days after the latter of: [1] the date on which a final judgment of divorce is entered or the date of death, as the case may be; and [2] the date of the determination of the purchase price of the Restricted Interests.

(b) Exercise of Option : The Married Party shall give written notice within such option period to the divorced spouse or the representatives of the deceased spouse's estate [or other successors in interest] and to the LLC of the number of Restricted Interests which he or she agrees to purchase. The failure of the Married Party to notify the divorced spouse or the representatives of the deceased spouse's estate [or other successors in

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interest] and the LLC within this period of the Married Party's election to exercise his option shall constitute a waiver of the option.

Section IV.3. Business' Option to Purchase Restricted Interests

. In the event the Married Party does not purchase all of the Restricted Interests, then the LLC

shall have the option to purchase all or any portion of such remaining Restricted Interests for the

purchase price (as determined in accordance with Section 4.4 below) of the Restricted Interests

determined as of the end of the month preceding the date on which a final judgment of divorce

was entered or the date of death, whichever the case may be, pursuant to the following

provisions:

(a) Option Period : The LLC may exercise its option to purchase any part of such remaining Restricted Interests at any time within NINETY (90) days after the latter of: [1] the date on which a final judgment of divorce is entered or the date of death, as the case may be; and [2] the date of the determination of the purchase price of the Restricted Interests.

(b) Exercise of Option : The LLC shall give written notice within such option period to the divorced spouse or the representatives of the deceased spouse's estate [or other successors in interest] of the number of Restricted Interests which it agrees to purchase. The failure to notify the divorced spouse or the representatives of the deceased spouse's estate [or other successors in interest] within this period of its election to exercise its option, shall constitute a waiver of the option.

Section IV.4. Determination of Purchase Price

. The purchase price of the Restricted Interests purchased under the terms of this Article shall be

determined as follows:

(a) Divorce : In the event of the divorce between the Married Party and his spouse, the purchase price shall be the amount determined by the court having jurisdiction over the divorce proceeding, or if such court does not make such determination, the amount as agreed upon by and between the Married Party [or the LLC] and his or her spouse. If the divorce court does not make such a value determination and the Married Party and his or her spouse do not agree upon the valuation, then the

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purchase price shall be the amount determined in accordance with Section 3.7 [with the Married Party and/or the LLC and his spouse each paying onehalf of the related costs].

(b) Death : In the event of the death of a Married Party’s spouse, the purchase price shall be the amount as agreed upon by and between the Married Party [or the LLC] and his or her deceased spouse's estate, or if they do not so agree, then the purchase price shall be the amount determined in accordance with Section 3.7 [with the Married Party and/or the LLC and his deceased spouse's estate each paying onehalf of the related costs].

Section IV.5. Payment of Purchase Price

. In the event the Married Party and/or the LLC exercise their options to purchase all or any

portion of such Restricted Interests, the purchase price shall be paid pursuant to the following

provisions:

(a) Closing Date of Purchase/Sale : The Married Party and/or the LLC shall give the divorced spouse or the representatives of the deceased spouse's estate [or other successors in interest] written notice of the time and place of the closing. The closing shall be within THIRTY (30) days after the divorced spouse or the representatives of the deceased spouse's estate [or other successors in interest] receives the last written election by the Married Party and/or the respective LLC of their elections to exercise their options.

(b) Terms of Purchase Price : The Married Party and/or the LLC shall pay the total purchase price at closing by the execution and delivery of a promissory note or notes at closing, the terms and provisions of which are the same at the form which is attached as Exhibit "B" to this Agreement.

(c) Prepayment Privileges : The Married Party and/or the LLC shall have the sole and absolute right to prepay all or any part of the purchase price at any time, without penalty. The Parties further agree that each Purchaser shall have the unilateral option to elect thereafter to pay interest on the unpaid principal at the prevailing interest rate at the time.

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ARTICLE V.

MISCELLANEOUS PROVISIONS

Section V.1. Filing of Agreement

. An executed copy of this Agreement shall be filed with the Managers of the LLCs.

Section V.2. Notice Provision

. Any notice, payment, demand or communication required or permitted to be given by any

provision of this Agreement shall be deemed to have been effectively given and received on the

date personally delivered to the respective Party to whom it is directed, or when deposited by

registered or certified mail, with postage and charges prepaid and addressed to the Party at the

address set forth in Exhibit "C" to this Agreement. A Party may change its notice address by

delivering a written change of address to all of the other Parties in the manner set forth in this

Section.

Section V.3. Amendment of Agreement

. No amendment, modification or alteration of the terms of this Agreement shall be binding

unless in writing, dated subsequent to the date of this Agreement, and executed by all the Parties.

Section V.4. Specific Performance

. The Parties hereby agree that it is impossible to measure in money the damages which will

accrue to a Party by reason of a failure to perform any of the obligations under this Agreement.

Therefore, if any Party shall institute any action or proceeding to enforce the provisions of this

Agreement, any person against whom such action or proceeding is brought hereby waives the

claim or defense that such party has an adequate remedy at law, and such person shall not urge in

any such action or proceeding the claim or defense that such remedy at law exists.

Section V.5. Attorney Fees

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. If any action at law or equity, including an action for declaratory relief, is brought to enforce or

interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover

reasonable attorney's fees and all other costs and expenses of litigation from the other Party,

which amounts may be set by the court in the trial of such action or may be enforced in a

separate action brought for that purpose, and which amounts shall be in addition to any other

relief which may be awarded.

Section V.6. Termination of Agreement

. This Agreement shall terminate upon the mutual written agreement of the Parties.

Section V.7. Binding Effect

. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement

and their respective estates, legal representatives, successors, transferees, heirs and assigns.

Section V.8. Execution of Multiple Agreements

. This Agreement may be executed in several counterparts, and all so executed shall constitute

one Agreement, binding on all of the Parties hereto, notwithstanding that all of the Parties are not

a signatory to the original or the same counterpart.

Section V.9. Provisions Severable

. In the event any sentence, paragraph, provision, Section or Article of this Agreement is

declared by a court of competent jurisdiction to be void, such sentence, paragraph, provision,

Section or Article shall be deemed severed from the remainder of the Agreement and the balance

of the Agreement shall remain in effect.

Section V.10. Construction of Agreement

. This Agreement shall be governed by and construed in accordance with the laws of the State of

Texas. Title or captions contained in this Agreement are inserted only as a matter of convenience

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and reference. Such titles and captions shall not be construed to define, limit, extend or describe

the scope or the intent of any provision of this Agreement. This Agreement shall not be strictly

construed against any Party. Whenever required by the context hereof, the singular shall include

the plural, and vice versa; the masculine gender shall include the feminine and neuter genders,

and vice versa; and the word "person" shall include an estate, trust, corporation, partnership, or

other form of business entity when necessary.

Section V.11. Entire Agreement

. This Agreement constitutes the entire understanding of the Parties and supersedes all prior

understandings, whether written or oral, between the Parties with respect to the subject matter of

the Agreement.

Section V.12. Execution of Additional Documents

. The Parties, their legal representatives, executors, successors and assigns, hereby agree to

execute such other and further documents and instruments and take such further action as may be

necessary or desirable to carry out the purpose of this Agreement and to comply with all laws

which may be applicable to the Restricted Interests, the Policies, and the LLC.

Section V.13. Incorporation by Reference of Exhibits

. All Exhibits referred to in this Agreement are hereby incorporated in this Agreement by

reference for all purposes.

Section V.14. Effective Date

. This Agreement is executed on the dates set opposite the signatures below, but is effective as of

May 1, 2023.

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DATES: SIGNATURES:

6/16/2023

THOMAS R. DURANT

7/20/2023

Michael Jeffrey Sebastian

7/21/2023

Tiffany Sebastian

THE DURANT CLASSIC DYNASTY TRUST

6/15/2023 By: Marin “Mark” Escamilla, Trustee

CLASSIC CHEVROLET SUGAR LAND, LLC CLASSIC CHEVROLET WEST HOUSTON LLC CLASSIC ELITE BUICK GMC, LLC. 16835 CADET PARTNERS, LLC

6/16/2023 By: Thomas R. Durant, President

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CONSENT OF SPOUSES

For purposes of binding my current and/or future community and/or other interests in the

Restricted Interests, if any, I hereby acknowledge that I have reviewed, understand and agree to

the terms and provisions of this Agreement.

DATES: SIGNATURES:

6/15/2023

SUSAN R. DURANT

7/20/2023

MICHAEL JEFFREY SEBASTIAN

7/21/2023

TIFFANY SEBASTIAN

21 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

EXHIBIT "A" RESTRICTED INTERESTS

MEMBER CLASS PERCENTAGE

Thomas R. Durant Class A 0.7%

Michael Jeffrey Sebastian Class A 0.3%

The Durant Classic Dynasty Trust Class B 69.3%

Michael Jeffrey Sebastian Class B 29.7%

Example membership interest structure. Ownership interest varies with each LLC.

22 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

EXHIBIT "B" PROMISSORY NOTE

Date:

Maker:

Maker’s Mailing Address (including county):

Payee:

Place for Payment (including county):

Principal Amount: ($ )

Annual Interest Rate on Unpaid Principal from Date of Note:

The applicable Federal rate as determined for purposes of Section 7872(f)(2)(B) of the Internal Revenue Code of 1986, as amended, as of the date of this Note, which rate is PERCENT ( %) per annum.

Terms of Payment (principal and interest):

Interest on the unpaid principal on this note shall be payable in FIVE (5) equal annual installments commencing ONE (1) year after the date hereof.

All principal plus any accrued interest shall be paid on or before FIVE (5) years from the date hereof.

Annual Interest Rate on Matured, Unpaid Amounts:

Applicable Federal Rate, as determined above, compounded annually

Maker promises to pay to the order of Payee at the place for payment and according to the terms of payment the principal amount plus interest at the rates stated above. All unpaid amount shall be due by the final scheduled payment date. DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

Maker shall have the right to prepay this Note at any time in whole or in part without penalty. Partial prepayments shall be applied first to accrued but unpaid interest, and then to the outstanding principal balance of this Note. Maker shall have the absolute and unilateral right to redesignate the interest rate, applicable to the unpaid principal after each such prepayment, in effect for the month during which such prepayment of principal is made by Maker.

On default of in the payment of this note and Maker’s failure to cure the default within NINETY (90) days after written notice from payee of the default, it shall become immediately due at the election of Payee. Except for such written notice of default, Maker and each surety, endorser and guarantor waive all demands for payment, presentations for payment, notices of intention to accelerate maturity, protest and notices of protest to the extent permitted by applicable law.

If this note is given to any attorney for collection, or if suit is brought for collection, or if it is collected through probate, bankruptcy or other judicial proceedings, then Maker shall pay Payee reasonable attorneys' fees in addition to other amounts due. Reasonable attorneys' fees shall be due unless either party pleads otherwise.

This Note shall be subject to the terms of that certain BUYSELL AGREEMENT dated ____________, 2009.

Nothing in this note shall authorize the collection of interest in excess of the highest rate allowed by law.

MAKER:

[Exhibit OnlyNot For Execution] , Maker

24 DocuSign Envelope ID: CCF86877-B234-44AB-BBF3-4D7334912B03

EXHIBIT "C" NOTICE ADDRESSES

THOMAS R. DURANT 1101 SH 114, P.O. Box 1717 Grapevine, TX 76051

SUSAN R. DURANT 1101 SH 114, P.O. Box 1717 Grapevine, TX 76051

Michael Jeffrey Sebastian and Tiffany Sebastian

THE DURANT CLASSIC DYNASTY TRUST c/o Mark Escamilla, Trustee 1101 SH 114, P.O. Box 1717 Grapevine, TX 76051

CLASSIC CHEVROLET SUGAR LAND, LLC 1101 SH 114, P.O. Box 1717 Grapevine, TX 76051 Motion GRANTED AND Order filed February 21, 2025.

In The

Fifteenth Court of Appeals ____________

NO. 15-25-00019-CV ____________

IN RE T. BENTLY DURANT; THOMAS R. DURANT; THE DURANT CLASSIC DYNASTY TRUST; MICHAEL A. WARD; 8100 PARTNERS, LTD.; 8100 MANAGEMENT LLC; 8705 PARTNERS, LTD.; 8705 MANAGEMENT LLC; CLASSIC CHEVROLET SUGAR LAND LLC; CLASSIC CHEVROLET WEST HOUSTON, LLC; CLASSIC ELITE BUICK GMC, INC.; AND 16835 CADET PARTNERS, LLC, Relators

ORIGINAL PROCEEDING WRIT OF MANDAMUS Business Court Division 11A Trial Court Cause No. 25-BC11A-0001

ORDER

On Friday, February 21, 2025, relators T. Bently Durant; Thomas R. Durant; The Durant Classic Dynasty Trust; Michael A. Ward; 8100 Partners, Ltd.; 8100

Exhibit 11 Management LLC; 8705 Partners, Ltd.; 8705 Management LLC; Classic Chevrolet Sugar Land LLC; Classic Chevrolet West Houston, LLC; Classic Elite Buick GMC, Inc.; and 16835 Cadet Partners, LLC, filed a petition for writ of mandamus in this court. Relator asks this court to order the Honorable Stacy Rogers Sharp, Judge of the Business Court Division 11A, in Travis County, Texas, to set aside her order dated February 4, 2024, entered in trial court number 25-BC11A-0001, styled Sebastian v. Durant, No. 25-BC11A-0001. Relators have also filed a motion for temporary stay of proceedings below.1

It appears from the facts stated in the petition and motion that relator’s request for relief requires further consideration and that relator will be prejudiced unless immediate temporary relief is granted. We therefore GRANT relator’s motion and order that all proceedings in cause no. 25-BC11A-0001, Sebastian v. Durant (including proceedings on remand in cause no. 24-DCV-318087) be STAYED until a final decision by this court on relator’s petition for writ of mandamus, or until further order of this court.

In addition, the court requests Tiffany and Michael Jeffrey Sebastian, the real parties-in-interest, to file a response to the petition for writ of mandamus on or before March 3, 2025. 2 Relators’ reply is due by March 13, 2025.

Panel consists of Chief Justice Brister and Justices Field and Farris.

1 See TEX. R. APP. P. 52.8(b), 52.10. 2 See id. R. 52.4. BOHREER LAW FIRM PLLC 777 Post Oak Blvd., Suite 950 Houston, Texas 77056 832-856-3006 (Telephone) 832-856-2891 (Facsimile) www.bohreerlaw.com February 24, 2025

Via Email (drollins@shackelford.law) Mr. Derek Rollins Shackelford, McKinley & Norton, LLP 9201 N. Central Expressway, 4th Floor Dallas, Texas 75231

Re: Cause No. 24-DCV-318087; IMMO Tiffany Lynn Sebastian and Michael Jeffrey Sebastian, et al; In the 387th Judicial District Court of Fort Bend County, Texas

RULE 408: SETTLEMENT DISCUSSIONS

Counsel,

As of Saturday, February 22, 2025, Thomas R. Durant was removed as a Manager of Classic Chevrolet West Houston, LLC. He was also removed as President of Classic Chevrolet West Houston, LLC. Tiffany Sebastian was appointed to fill the Manager vacancy and Jeff Sebastian was appointed President of Classic Chevrolet West Houston, LLC. Reasonable compensation for the Managers was set at $15,000 per month as base compensation and 2% of the dealership gross. The first payment of compensation is due on February 28, 2025, for the base and by March 15, 2025 for two (2%) percent of February dealership gross. The Sebastians are excited to go back to the dealership and do what they love. They intend to fully exercise their rights under the applicable Company Agreement for Classic Chevrolet West Houston, LLC. The Sebastians will notify Ulysess of the compensation decided on Saturday. To be clear, unless and until Mr. Sebastian’s ownership is bought out under the terms of the Buy-Sell Agreement, Jeff does not wish to be replaced as “Dealer Principal”. He desires to fulfill that role as he previously did before his illegal expulsion. The Sebastians will next proceed with similar actions as to Classic Elite Buick ǀ GMC, LLC. before seeking Chevrolets guidance regarding Classic Chevrolet Sugar Land, LLC

The Sebastians ask that we provide the Durants a final opportunity to honor the very Buy- Sell Agreement your letter of Friday, February 21, 2025 repeatedly references as enforceable. As of now, the Sebastians intend to be back at the dealership and proceed as outlined above. Likewise, the Sebastians will notify Chevrolet and General Motors of their return to control of Classic Chevrolet West Houston and Mr. Sebastian’s desire to continue as “dealer principal”. The only way the Sebastians are willing to change these plans is if an agreement to proceed forward under the Buy-Sell Agreement with specific dates for designation of appraisers; information being provided to appraisers as requested by the appraisers; deadline for FMV exchange; the selection

Exhibit 12 February 24, 2025 Page 2

of a third appraiser, if needed; and ultimately, closing is reached immediately. This agreement would be documented as an enforceable Rule 11 Agreement.

The offer contained in the letter expires at 12:00 noon on Tuesday, February 25, 2025, and must be accepted in writing.

Very Truly Yours,

E. Michelle Bohreer

cc: Jeff Sebastian (via email) Tiffany Sebastian (via email) Joe DiCecco (via email) John Coselli III (via email) Jill Evangelista (via email) Mitch Little (via email) Richard L. Tate (via email) EXHIBIT 2 FILED TARRANT COUNTY 3/13/2025 10:28 AM 236-3627 46-25 THOMAS A. WILDER DISTRICT CLERK CAUSE NO. _ _ _ _ _ _ __

CLASSIC CHEVROLET WEST § IN THE DISTRICT COURT HOUSTON, LLC, § § Plaintiff, § § V. § JUDICIAL DISTRICT § MICHAEL JEFFREY SEBASTIAN AND § TIFFANY SEBASTIAN, § § Defendants. § TARRANT COUNTY, TEXAS

TEMPORARY RESTRAINING ORDER AND ORDER SETTING HEARING

On this day the Court considered the Verified Original Petition and Emergency Application

for Temporary Injunction and Permanent Injunction ("Verified Application"} of Plaintiff Classic

Chevrolet West Houston, LLC ("Plaintiff'} against Defendants Michael Jeffrey Sebastian ("Jeff'}

and Tiffany Lynn Sebastian ("Tiffany"} (collectively "Defendants"}. After reviewing the Verified

Application and the attachments thereto and arguments of counsel, the Court makes the following

findings:

1. The purported actions taken at the February 22, 2025 special meeting were

unauthorized under the Company Agreement and are, therefore, null and void.

2. Defendants are prohibited from attempting to call, or otherwise participate in, any

meetings of Plaintiffs members.

3. Defendants are prohibited from attempting to vote or engage in any managerial

function associated with their membership interest(s} in Plaintiff, induding without limitation,

entering the Dealership, giving instruction, direction, or orders to Dealership employees, or

accessing or attempting to access any financial records of the Dealership.

4. Unless a Temporary Restraining Order is entered immediately enjoining

Defendants Michael Jeffrey Sebastian and Tiffany Lynn Sebastian, their agents, servants,

employees, and attorneys from the acts described herein, there is imminent danger Plaintiffs will

suffer immediate and irreparable harm, loss, and damage in the form of disruption of business

operations and financial and reputational harm directly resulting from the acts of Defendant.

TEMPORARY RESTRAINING ORDER AND ORDER SETTING HEARING PAGE -1 5. Plaintiffs have no adequate remedy at law, due to the continuing nature of the

damages and the extreme difficulty inherent in attempting to quantify the damages in monetary

terms.

6. Plaintiffs are entitled to the issuance of a Temporary Restraining Order to protect

and preserve the status quo until a hearing can be held on Plaintiffs' request for a Temporary

Injunction. Plaintiffs have demonstrated a likelihood of success on the merits of this case and a

balancing of the equities strongly favors an award of injunctive relief.

IT IS, THEREFORE, ORDERED that each Defendant, together with his or her respective

agents, employees, contractors, representatives, attorneys, and legal representatives, and all

others in active concert or participation with each of them, is enjoined from engaging, directly or

indirectly, through any person or entity, in any of the following activities:

1. Effecting or enforcing any of the purported actions taken at the February 22, 2025

special meeting.

2. Attempting to call, or otherwise participate in, any meetings of Plaintiffs members.

3. Attempting to vote or engage in any managerial function associated with their

membership interest(s) in Plaintiff, including without limitation, entering the Dealership, giving

instruction, direction, or orders to Dealership employees, or accessing or attempting to access

any financial records of the Dealership.

IT IS FURTHER ORDERED that, unless terminated earlier by this Court, this Temporary

Restraining Order shall expire at close of business fourteen (14) days from the date of signing,

unless within the time limit set out above, the Court extends the effectiveness of this Order in

compliance with applicable law or it is extended by agreement of the parties. +'-

IT IS FURTHER ORDERED that Defendants shall appear at the .2-'~udicial District Court

of Tarrant County, Texas, Tom Vandergriff Civil Courts Building, 100 North Calhoun Street, Fort

Worth, TX 76196 on t h e ~ day of J1lo,+, 2025, at ,2.!PJ? fl· m. to show cause, if any, why Temporary Injunction should not issue as requested by Plaintiff until final trial of this cause.

TEMPORARY RESTRAINING ORDER AND ORDER SETTING HEARING PAGE-2 IT IS FURTHER ORDERED that this Temporary Restraining Order will not be effective

unless and until Plaintiff executes and files with the Court a bond in conformity with the law, or a . c)P ~ cash deposit in lieu thereof, in the amount of$ I, ~OP . 7

SIGNED this l¾ay of ~ , 2025 at J: 07 f-.m.

_;fl/ tJ~5y(lgnment JUDGE PRESIDING

TEMPORARY RESTRAINING ORDER AND ORDER SETTING HEARING PAGE-3 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

E Michelle Bohreer on behalf of E. Michelle Bohreer Bar No. 6717100 michelle@bohreerlaw.com Envelope ID: 98586608 Filing Code Description: Motion for Emergency Relief Filing Description: Real Parties-In-Interest's Emergency Motion to Reconsider the Stay Granted by the Court Status as of 3/18/2025 1:52 PM CST

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Jeri Hamman jeri.hamman@solidcounsel.com 3/18/2025 1:37:25 PM SENT

Melissa Diaz melissa.diaz@solidcounsel.com 3/18/2025 1:37:25 PM SENT

E Michelle Bohreer michelle@bohreerlaw.com 3/18/2025 1:37:25 PM SENT

Sharon Taylor sharont@bohreerlaw.com 3/18/2025 1:37:25 PM SENT

Pritesh Soni pritesh@bohreerlaw.com 3/18/2025 1:37:25 PM SENT

Laura Dale ldale@dalefamilylaw.com 3/18/2025 1:37:25 PM SENT

K ElizabethSwan eswan@shackelford.law 3/18/2025 1:37:25 PM SENT

Derek DRollins drollins@shackelford.law 3/18/2025 1:37:25 PM SENT

Lucas Peterson lpeterson@shackelford.law 3/18/2025 1:37:25 PM SENT

Timothy DZeiger tzeiger@shackelford.law 3/18/2025 1:37:25 PM SENT

Hon Stacy RogersSharp BCClerk@txcourts.gov 3/18/2025 1:37:25 PM SENT

J MitchLittle mitch.little@solidcounsel.com 3/18/2025 1:37:25 PM SENT

Steven Ovando steven.ovando@solidcounsel.com 3/18/2025 1:37:25 PM SENT

John Coselli III john@diceccolawpartners.com 3/18/2025 1:37:25 PM SENT

Jill KEvangelista jill@diceccolawpartners.com 3/18/2025 1:37:25 PM SENT

Joseph WDiCecco joe@diceccolawpartners.com 3/18/2025 1:37:25 PM SENT

Rosa Balderas rbalderas@shackelford.law 3/18/2025 1:37:25 PM SENT

E MichelleBohreer e-service@bohreerlaw.com 3/18/2025 1:37:25 PM SENT

Walker StevenYoung walker.young@solidcounsel.com 3/18/2025 1:37:25 PM SENT

Rebecca DeeDuckworth rduckworth@shackelford.law 3/18/2025 1:37:25 PM SENT